--------------------------------------------------------------------------------
ALL HOLDERS OF SHARES (INCLUDING SHARES HELD THROUGH CHESS)
MUST COMPLETE AND SIGN THIS ACCEPTANCE AND TRANSFER FORM
--------------------------------------------------------------------------------
THIS ACCEPTANCE AND TRANSFER FORM MAY ONLY BE USED TO ACCEPT THE
OFFER BY HOLDERS OF SHARES. IT CANNOT BE USED TO TENDER
AMERICAN DEPOSITARY SHARES. TO TENDER AMERICAN DEPOSITARY
SHARES USE THE LETTER OF TRANSMITTAL (YELLOW FORM).
--------------------------------------------------------------------------------
FORM OF ACCEPTANCE AND TRANSFER
to accept the Offer by
USFC ACQUISITION INC. (the "Purchaser")
to acquire all your fully paid ordinary shares in
MEMTEC LIMITED (ACN 002 490 208) ("Memtec")
at
US$30.00 Per Share in Cash
THIS OFFER WILL EXPIRE AT 1:00 A.M., NEW YORK CITY TIME, ON
[*], [NOVEMBER [*]], 1997 AND AT 5:00 P.M., SYDNEY TIME,
ON [*], [NOVEMBER [*]], 1997, UNLESS THE OFFER IS EXTENDED.
PRIOR TO THE EXPIRATION DATE, TENDERING HOLDERS OF SHARES
WILL BE PERMITTED TO WITHDRAW THEIR TENDERED SHARES.
SEE "WITHDRAWAL RIGHTS" IN SECTION 4 OF THE OFFER TO PURCHASE.
Holder Identification Number (HIN)/
Security Reference Number
Subregister
Your holding of Shares
Consideration
(US$30.00 cash per share)
(See Part II - Payment Election)
(If your name, address or shareholding is incorrect please amend and initial)
ALL HOLDERS OF CERTIFICATED SHARES MUST COMPLETE ALL THREE SECTIONS
OF THIS ACCEPTANCE AND TRANSFER FORM. ALL HOLDERS OF SHARES HELD
THROUGH CHESS MUST COMPLETE SECTIONS I AND III OF THIS FORM.
THIS IS AN IMPORTANT DOCUMENT. IF YOU ARE IN ANY DOUBT AS TO HOW
TO DEAL WITH IT, PLEASE CONSULT YOUR FINANCIAL, LEGAL OR OTHER
PROFESSIONAL ADVISER IMMEDIATELY.
DETAILED INSTRUCTIONS FOR ACCEPTING THE OFFER ARE SET FORTH
BELOW AND SHOULD BE READ CAREFULLY BEFORE THIS FORM OF
ACCEPTANCE AND TRANSFER IS COMPLETED.
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SECTION 1 - ACCEPTANCE AND TRANSFER
SECTION 1 OF THIS ACCEPTANCE AND TRANSFER FORM IS DIVIDED INTO 3 PARTS:
PART A If at the time of acceptance your Shares are certificated, you must
complete Part A overleaf in respect of those Shares (see Section 2 of
the Offer to Purchase - Procedures for Tendering Shares and ADSs - Valid
Tender of Shares).
PART B If at the time of acceptance your Shares are in a CHESS Holding, you are
requested, but are not bound, to complete Part B overleaf in respect of
those Shares (see section 2 of the Offer to Purchase - Procedures for
Tendering Shares and ADSs - Valid Tender of Shares). You must however
complete Section III of this form and return it to the Registry at the
address given on the last page of this form to avoid U.S. withholding
tax.
PART C If at the time of acceptance you are entitled to be registered as the
holder of certificated Shares the subject of acceptance, but you are not
registered as the holder of those Shares, you must complete Part C
overleaf in respect of those Shares (see Section 2 of the Offer to
Purchase - Procedures for Tendering Shares and ADSs - Valid Tender of
Shares).
PROXY AND POWER OF ATTORNEY
By tendering Shares, a holder irrevocably appoints the Purchaser and each of its
directors, secretaries and officers from time to time jointly and each of them
severally as such holder's true and lawful attorney-in-fact and proxy with
effect from the date that the Offer, or the date any contract resulting from
acceptance of the Offer, becomes free from its conditions or such conditions are
satisfied or waived, with power to do all things which such holder could
lawfully do in relation to its Shares or in exercise of any right derived from
the holding of its Shares including (without limiting the generality of the
foregoing):
(i) attending and voting at any meeting of Memtec;
(ii) demanding a poll for any vote to be taken at any meeting of Memtec;
(iii) proposing or seconding any resolution to be considered at any
meeting of Memtec;
(iv) requisitioning the convening of any meeting of Memtec and convening
a meeting pursuant to any such requisition;
(v) notifying Memtec that such holder's address in the records of
Memtec for all purposes including the despatch of notices of
meeting, annual reports and dividends, should be altered to an
address nominated by the Purchaser;
(vii) receiving from Memtec, or any other party, and retaining any Share
certificates which were held by Memtec or any other party;
(viii) executing all forms, notices, instruments (including an instrument
appointing a director of the Purchaser as a proxy) in respect of
any or all of the Shares and resolutions relating to the Shares and
generally to exercise all powers and rights which a person may have
as a shareholder and performing such action as may be appropriate
in order to vest good title in the Shares in the Purchaser; and
(vi) doing all things incidental and ancillary to any of the foregoing,
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and to have agreed that in exercising the powers conferred by that power of
attorney, the attorney may act in the interest of the Purchaser as the intended
registered holder and beneficial holder of such holder's Shares. Such
appointment, being given for valuable consideration to secure the interest
acquired in such holder's Shares, when effective, will revoke all prior proxies
given by such holder with respect to the Shares without further action and no
subsequent proxies will be given by such holder with respect to such Shares.
Such appointment is irrevocable, and terminates upon registration of a transfer
to the Purchaser of such holder's Shares. The Purchaser reserves the right to
require that, in order for Shares or ADSs to be deemed validly tendered,
immediately upon the Purchaser's acceptance of payment for such Shares, the
Purchaser must be able to exercise full voting rights with respect to such
Shares.
REPRESENTATIONS AND WARRANTIES
By signing and returning this Acceptance and Transfer Form you will be deemed to
have represented and warranted to the Purchaser, as a condition of the contract
resulting from your acceptance, that at the time of acceptance and at the time
of transfer to the Purchaser:
(a) you have paid to Memtec all amounts which at the time of acceptance have
fallen due for payment in respect of your Shares; and
(b) all of your Shares are free from all mortgages, charges, liens and other
encumbrances of any nature.
PART A - IF YOU HOLD SHARE CERTIFICATES
IN ADDITION TO THIS SECTION 1 - PART A, YOU MUST COMPLETE SECTIONS II AND III OF
THIS FORM.
I/We, the person(s) named above being the holder(s) of the Shares shown above:
1. accept the Offer in respect of the Shares referred to above and transfer
to the Purchaser all of those Shares for the consideration specified in
the Offer;
2. agree to be bound by the terms of the Offer;
3. attach my/our share certificate(s); and
4. acknowledge that all documents and remittances sent by post will be sent
at my/our risk.
If this form is signed under Power of Attorney, the donee of the Power declares
that he or she has no notice of the revocation thereof.
Date:
----------------------------------- --------------------------------
Date:
----------------------------------- --------------------------------
Signature of Transferor(s)
(In the case of joint holders, all must sign. A corporation must sign by duly
authorised officers and, if in Australia, affix its common seal.)
Telephone number where we may contact you during business hours: ( )
-----------
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TO ACCEPT THIS OFFER, SEND IN THE ENVELOPE PROVIDED OR DELIVER THIS FORM
TOGETHER WITH YOUR SHARE CERTIFICATES:
IN THE CASE OF PERSONS LOCATED OUTSIDE THE UNITED STATES, TO THE REGISTRY AT:
CORPORATE REGISTRY SERVICES PTY LTD POSTAL ADDRESS:
LEVEL 2 CORPORATE REGISTRY SERVICES
000 XXXX XXXXXX PTY LTD
SYDNEY NSW 2000 GPO BOX 7045
SYDNEY NSW 1115
TO BE RECEIVED OR DELIVERED NO LATER THAN 5:00PM SYDNEY TIME
ON THE AUSTRALIAN CLOSING DATE OF THE OFFER.
IN THE CASE OF PERSONS LOCATED IN THE UNITED STATES, TO THE U.S. DEPOSITARY AT:
IBJ XXXXXXXX BANK & TRUST COMPANY POSTAL ADDRESS:
XXX XXXXX XXXXXX XXX XXXXXXXX BANK &
NEW YORK, NEW YORK, 10004 TRUST COMPANY
ATTENTION: SECURITIES PROCESSING PO BOX 84
WINDOW, SC-1 BOWLING GREEN STATION
NEW YORK, NEW YORK 10274-0084
ATTENTION: REORGANISATION
OPERATIONS DEPARTMENT
TO BE RECEIVED OR DELIVERED NO LATER THAN 1:00AM NEW YORK CITY TIME
ON THE US CLOSING DATE OF THE OFFER.
IF YOU HAVE ANY ENQUIRIES CONCERNING THE COMPLETION OF THIS
FORM OF ACCEPTANCE AND TRANSFER,
PLEASE CONTACT THE REGISTRY OR THE FINANCIAL ADVISORS IN AUSTRALIA
OR THE DEALER MANAGERS OR THE INFORMATION AGENT
IN THE UNITED STATES
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PART B - INSTRUCTIONS FOR CHESS HOLDINGS
IN ADDITION TO THIS SECTION 1 - PART B, YOU MUST COMPLETE SECTION III OF THIS
FORM.
1. If you are in doubt as to how to deal with your CHESS Holding, please
contact your Controlling Participant unless you are a Broker or Non Broker
Participant.
To accept this Offer, instruct your Controlling Participant to initiate
the acceptance on CHESS. This acceptance must be initiated before 5:00pm
(Sydney time) on the last day of the Offer period and otherwise be made in
accordance with the SCH Business Rules. You must also notify your
Controlling Participant whether you wish to receive the consideration in
U.S. or Australian dollars. If you notify your Controlling Participant of
this election, do not complete Section II of this form.
2. Please enter details of your Controlling Participant and, if not shown or
shown incorrectly on the front of this form, your HIN.
My Controlling Participant is:
--------------------------------------------
Name:
---------------------------------------------------------------------
Address:
------------------------------------------------------------------
My HIN is:
----------------------------------------------------------------
Number of Shares in CHESS Holding:
---------------------------------------
3. Please sign this authority.
Note: By signing and returning this authority, you have not accepted this
Offer in relation to shares in a CHESS Holding. To ensure acceptance, you
must follow the procedure set out in paragraph 1 above. This authority
will only be used in the event you have not followed the procedure set out
in paragraph 1 above.
I request and irrevocably authorise the Purchaser and its agents, namely
the Registry and the U.S. Depositary, to instruct my Controlling
Participant or another CHESS sponsor to accept the Offer for my Shares.
Date:
------------------------------- --------------------------------
Date:
------------------------------- --------------------------------
Signature of Transferor(s)
(In the case of joint holders all must sign. A corporation must signed by
duly authorised officers and, if in Australia, affix its common seal.)
Telephone number where you may contact me during business hours : ( )
----
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ONCE YOU HAVE COMPLETED THIS FORM, DELIVER IT OR SEND IT IN THE ENVELOPE
PROVIDED TO THE REGISTRY AT:
CORPORATE REGISTRY SERVICES PTY LTD POSTAL ADDRESS:
LEVEL 2 CORPORATE REGISTRY SERVICES
000 XXXX XXXXXX PTY LTD
SYDNEY NSW 2000 GPO BOX 7045
SYDNEY NSW 1115
TO BE RECEIVED OR DELIVERED NO LATER THAN 5:00PM SYDNEY TIME
ON THE AUSTRALIAN CLOSING DATE OF THE OFFER.
IF YOU HAVE ANY ENQUIRIES CONCERNING THE COMPLETION OF THIS
FORM OF ACCEPTANCE AND TRANSFER,
PLEASE CONTACT THE REGISTRY OR THE FINANCIAL ADVISORS IN AUSTRALIA
OR THE DEALER MANAGERS OR THE INFORMATION AGENT
IN THE UNITED STATES
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PART C - INSTRUCTIONS FOR PERSONS ENTITLED TO BE REGISTERED BUT NOT
REGISTERED AS A HOLDER OF CERTIFICATED SHARES AT THE TIME
OF ACCEPTANCE
IN ADDITION TO THIS SECTION I - PART C, YOU MUST COMPLETE SECTIONS II AND III OF
THIS FORM.
If you are entitled to be registered in respect of certificated Shares but, at
the time you accept the Offer you are not registered as the holder of such
Shares, you must accept the Offer in respect of any such Shares by completing
this form and returning it together with evidence which establishes your
entitlement to be registered in respect of such Shares (eg a copy of a contract
note in respect of your purchase of those Shares) to the address set out below
so that it is received no later than 5:00pm Sydney time on the Australian
closing date of the Offer.
I/We, the person(s) named below, being at the time of this acceptance entitled
to be registered as the holder(s) of the number of Shares shown below:
1. accept the Offer in relation to the number of Shares in respect of which
I/we are entitled to be registered as holder(s) and agree to transfer to
the Purchaser those Shares for the consideration specified in the Offer;
2. agree to be bound by the terms and conditions of the Offer;
3. attach evidence which establishes my/our entitlement to be registered in
respect of the number of Shares shown below;
4. acknowledge that all documents and remittances sent by post will be sent
at my/our risk.
Name and address in which Name:
your Shares are registered: -------------------------------------
Address:
-------------------------------------
-------------------------------------
If this form is signed under Power of Attorney, the donee of the Power declares
that he or she has no notice of the revocation thereof.
Date:
------------------------------- --------------------------------
Date:
------------------------------- --------------------------------
Signature of Transferor(s)
(In the case of joint holders, all must sign. A corporation must signed by duly
authorised officers and, if in Australia, affix its common seal.)
Telephone number where we may contact you during business hours: ( )
-----------
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TO ACCEPT THIS OFFER, SEND IN THE ENVELOPE PROVIDED OR DELIVER THIS FORM
TOGETHER WITH YOUR SHARE CERTIFICATES:
IN THE CASE OF PERSONS LOCATED OUTSIDE THE UNITED STATES, TO THE REGISTRY AT:
CORPORATE REGISTRY SERVICES PTY LTD POSTAL ADDRESS:
LEVEL 2 CORPORATE REGISTRY SERVICES
000 XXXX XXXXXX PTY LTD
SYDNEY NSW 2000 GPO BOX 7045
SYDNEY NSW 1115
TO BE RECEIVED OR DELIVERED NO LATER THAN 5:00PM SYDNEY TIME
ON THE AUSTRALIAN CLOSING DATE OF THE OFFER.
IN THE CASE OF PERSONS LOCATED IN THE UNITED STATES, TO THE U.S. DEPOSITARY AT:
IBJ XXXXXXXX BANK & TRUST COMPANY POSTAL ADDRESS:
XXX XXXXX XXXXXX XXX XXXXXXXX BANK & TRUST
NEW YORK, NEW YORK, 10004 COMPANY
ATTENTION: SECURITIES PROCESSING PO BOX 84
WINDOW, SC-1 BOWLING GREEN STATION
NEW YORK, NEW YORK 10274-0084
ATTENTION: REORGANISATION
OPERATIONS DEPARTMENT
TO BE RECEIVED OR DELIVERED NO LATER THAN 1:00AM NEW YORK CITY TIME
ON THE US CLOSING DATE OF THE OFFER.
IF YOU HAVE ANY ENQUIRIES CONCERNING THE COMPLETION OF THIS
FORM OF ACCEPTANCE AND TRANSFER,
PLEASE CONTACT THE REGISTRY OR THE FINANCIAL ADVISORS IN AUSTRALIA
OR THE DEALER MANAGERS OR THE INFORMATION AGENT
IN THE UNITED STATES
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INSTRUCTIONS FOR SECTION I
HOW TO ACCEPT THIS OFFER
1. The number of Shares which you are presently recorded as holding is shown
on this Acceptance and Transfer Form. If you have recently bought or sold
any Shares, your holding may differ from that shown and you may alter the
number of Shares shown on this form and the amount payable. Note that if
you fail to do so, the Purchaser will do so on your behalf.
2. To accept the Offer to purchase your Shares, please sign and date the
Acceptance and Transfer Form where indicated. In addition, the following
should be noted:
(a) if the Shares are registered in the names of joint holders, all
joint holders must sign the Acceptance and Transfer Form;
(b) a corporation must execute the Acceptance and Transfer Form under
its seal or by attorney; and
(c) if the Acceptance and Transfer Form is signed under Power of
Attorney, the relevant Power of Attorney must be submitted to the
Registry or the U.S. Depository for noting.
3. If you hold Options on the date of this Offer and if you are entitled to
and wish to exercise Options during the Offer period and accept this
Offer, you may do so by exercising those Options and tendering the
resulting Shares to the Offer in accordance with this Acceptance and
Transfer Form. You may not tender your Options, only the Shares resulting
from the exercise of the Options. For details on how to exercise your
Options, contact Memtec.
4. If Shares stand in the books of Memtec in the name of a person deceased,
this Offer may be accepted by executors or administrators. Probate (or
Letters of Administration, if applicable) must be produced to the Registry
or the U.S. Depositary for noting. Any other requirements of Memtec as to
transfer or registration of these Shares must be satisfied.
5. If you have sold all your Shares, please send the Acceptance and Transfer
Form to the sharebroker who acted on your behalf.
6. If you have sold part of your Shares or purchased additional Shares, or if
part of your holding of Shares is in a CHESS holding, please alter the
number of Shares shown beside your name on the front of the Acceptance and
Transfer Form to show the number of Shares now held by you in a
certificated holding and instruct your Controlling Participant in respect
of Shares held through CHESS.
7. IF YOU HOLD SHARE CERTIFICATES
Complete all three sections of the Acceptance and Transfer Form and place
the completed Acceptance and Transfer Form AND YOUR RELEVANT SHARE
CERTIFICATE(S) in the enclosed envelope.
Holders located in the United States should forward their acceptances to
the U.S. Depository. Holders located outside the United States should
forward their acceptances to the Registry. Holders located outside
Australia and the United States are urged to forward their acceptances by
AIRMAIL. The enclosed envelopes are not available for use by holders
resident outside Australia and the United States. Acceptances should be
posted to the address shown on the back page of this form.
8. Should your share certificate(s) not be readily available, please complete
and post the Acceptance and Transfer Form immediately and forward the
certificate(s) as soon as possible. If any certificate has been lost or
destroyed, please include with your Acceptance and Transfer Form a
covering letter to this effect and contact the Registry or the U.S.
Depository, as applicable.
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SECTION II
PAYMENT ELECTION
THE CONSIDERATION PAYABLE UNDER THE OFFER IS U.S. DOLLARS. HOWEVER ALL HOLDERS
HAVE THE RIGHT TO ELECT TO RECEIVE PAYMENT IN AUSTRALIAN DOLLARS.
[_] UNITED STATES DOLLAR PAYMENT ELECTION. Check box only if you wish to
-------------------------------------
receive all (but not part) of the amount of consideration to be paid in
United States dollars. If you check this box you will receive payment by
cheque in United States dollars.
[_] AUSTRALIAN DOLLAR PAYMENT ELECTION. Check box only if you wish to receive
----------------------------------
all (but not part) of the amount of consideration to be paid in Australian
dollars. If you check this box you will receive payment by cheque in
Australian dollars, in which case the Registry or the U.S. Depositary will
arrange for the conversion of the U.S. dollars amounts payable to you to
Australian dollars at the exchange rate obtainable by the Registry or the
U.S. Depositary, as applicable, on the spot market in Sydney or New York,
as applicable, at approximately noon (Sydney time or New York City time) on
the date the cash consideration is made available by the Purchaser to the
Registry or the U.S. Depositary for delivery to holders of Shares.
IF YOU DO NOT MAKE ANY PAYMENT ELECTION AND BOTH BOXES ABOVE ARE BLANK, YOU WILL
BE DEEMED TO HAVE ELECTED TO RECEIVE ALL (BUT NOT PART) OF THE AMOUNT OF CASH
CONSIDERATION TO BE PAID IN AUSTRALIAN DOLLARS. IF YOUR SHARES ARE IN A CHESS
HOLDING, AND YOUR INSTRUCTIONS TO YOUR CONTROLLING PARTICIPANT WITH REGARD TO
THE PAYMENT ELECTION ARE CONTRADICTORY TO THAT INDICATED ABOVE, THIS FORM WILL
PREVAIL OVER THE CHESS MESSAGE.
The actual amount of Australian dollars received will depend upon the exchange
rate prevailing on the business day on which funds are made available by the
Purchaser. Holders should be aware that the U.S. dollar/Australian dollar
exchange rate which is prevailing at the date on which an election is made to
receive Australian dollars and on the date of payment may be different from that
prevailing on the business day on which funds are made available to the Registry
or the U.S Depositary, as the case may be, by the Purchaser. In all cases,
fluctuations in the U.S. dollar/Australian dollar exchange rate are at the risk
of holders who elect, or who in default of such election are deemed to have
elected, to receive their consideration in Australian dollars. The Purchaser
shall have no responsibility with respect to the cash consideration payable
other than to make payment in accordance with the foregoing.
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SECTION III - UNITED STATES BACKUP FEDERAL WITHHOLDING TAX
Payments made to holders of the Shares pursuant to the Offer may be subject to
information reporting to the United States Internal Revenue Service and to
United States federal backup withholding tax at the rate of 31% on the gross
amount of such payments. To avoid information reporting and backup withholding,
holders of the Shares must provide the Registry or the U.S. Depository with a
properly executed Substitute Form W-8 (in the case of a non-US holder) or a
properly executed Substitute Form W-9 (in the case of a US holder). For the
definition of a "US holder" refer to the Offer to Purchase.
Accordingly, you must complete and sign one of the two sections set forth below.
Instructions on completing the Substitute Form W-8 or Substitute Form W-9 are
set forth below.
NON-UNITED STATES HOLDERS
--------------------------------------------------------------------------------------------------
Name of owner (if joint account, also give joint owner's name)
SUBSTITUTE
FORM W-8 ---------------------------------------------------------------------
Permanent address
DEPARTMENT OF
THE TREASURY ----------------------------------------------------------------------
INTERNAL City, Province or State, postal code and country
REVENUE SERVICE
----------------------------------------------------------------------
Certification - Under penalties of perjury, I certify that:
CERTIFICATE OF
FOREIGN STATUS I am not (i) a United States citizen or resident, corporation, partnership,
estate or trust; (ii) an individual who has been, or plans to be, present in the
United States for a total of 183 days or more during the calendar year, or (iii)
engaged, nor plan to be engaged during the year, in a trade or business in the
United States with which gains on the sale of the Securities are effectively
connected.
Signature Date:
--------------------------------------- ---------------------------------
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UNITED STATES HOLDERS
-----------------------------------------------------------------------------------------------------------
Part 1 - Please | TIN:
provide your TIN in | --------------------------
SUBSTITUTE the box at right and | (Social Security Number
FORM W-9 certify by signing | or Employer Identification
and dating below | Number)
---------------------------------------------------------------------------------
DEPARTMENT OF Part 2 - If you are a payee exempt from backup withholding, please write
THE TREASURY "exempt" here (see Instructions)
INTERNAL ---------------------------------------------------------------------------------
REVENUE SERVICE Part 3 - Certification-Under penalties of perjury. I certify that:
(1) the number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me - see below) and (2) I am not subject to backup
PAYOR'S REQUEST FOR withholding because (a) I am exempt from backup withholding or (b) I have not
TAXPAYER IDENTIFICATION been notified by the Internal Revenue Service (the "IRS") that I am subject to
NUMBER ("TIN") backup withholding as a result of the failure to report all interest or
AND CERTIFICATION dividends or (c) the IRS has notified me that I am no longer subject to backup
withholding.
THE INTERNAL REVENUE SERVICES DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
Signature Date:
-------------------------- ------------------------------------
-----------------------------------------------------------------------------------------------------------
You must cross out item (2) of Part 3 above if you have been notified by the IRS
that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
"APPLIED FOR" IN PART 1 OF THE SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and that I mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service
Centre or Social Security Administration Office (or I intend to mail or deliver
an application in the near future). I understand that if I do not provide a
taxpayer identification number to the payor within 60 days, the payor is
required to withhold 31 percent of all cash payments made to me thereafter until
I provide a number.
----------------------------------- --------------------------------------
Signature Date
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INSTRUCTIONS FOR SECTION III
NON-UNITED STATES HOLDERS
In order for a holder that is not a United States person to qualify for
exemption from backup withholding, such holder must complete and submit to the
Registry or the U.S. Depository, as applicable, (referred to herein as the
"Payor") the "Substitute Form W-8" set forth herein, certifying that the holder
is not (i) a United States citizen or resident, corporation, partnership,
estate, or trust, (ii) an individual who has been, or plans to be, present in
the United States for a total of 183 days or more during the calendar year, or
(iii) engaged, nor plans to be engaged during the year, in a trade or business
in the United States with which gains from the sale of the Securities are
effectively connected.
If backup withholding occurs as a result of a foreign holder's failure to
provide the Payor with a properly executed Substitute Form W-8, such holder may
get a refund of the amount withheld by filing Internal Revenue Service Form
1040NR ("U.S. Nonresident Alien Income Tax Return"). Such form may be obtained
from the Internal Revenue Service Centre, Philadelphia, PA 19255.
UNITED STATES HOLDERS
US federal income tax law generally requires that a holder that is a United
States person (generally, a citizen or resident of the United States) whose
tendered Shares are accepted for purchase pursuant to the Offer provide the
Registry with their correct Taxpayer Identification Number ("TIN"), which, in
the case of a holder who is an individual, is his or her social security number.
If the Payor is not provided with the correct TIN or an adequate basis for an
exemption, such holder may be subject to a $50 penalty imposed by the Internal
Revenue Service and backup withholding in an amount equal to 31% of the gross
proceeds resulting from the Offer. If withholding results in an overpayment of
taxes a refund may be obtained.
To prevent backup withholding, each tendering holder must provide his correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying that
the TIN provided is correct (or that such holder is awaiting a TIN) and that (i)
the holder is exempt from backup withholding, (ii) the holder has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the Internal Revenue Service has notified the holder that he or she is no
longer subject to backup withholding.
If you do not have a TIN, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number of Substitute Form W-9 (the "W-9 Guidelines") for
instructions on applying for a TIN, write "Applied For" in the space for the TIN
in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9
and the Certificate of Awaiting Taxpayer Identification Number set forth herein.
If you do not provide your TIN to the Payor within 60 days, backup withholding
will begin and continue until you furnish your TIN to the Payor. Note: Writing
"Applied For" on the form means that you have already applied for a TIN or that
you intend to apply for one in the near future.
If the Shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt holders (including, among others, U.S. corporations and tax exempt
organisations) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
holder should write "Exempt" in Part 2 of Substitute Form W-9. See the W-9
Guidelines for additional instructions.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.
Social Security number have nine digits separated by two hyphens: i.e. 000-00-
0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e. 00-0000000. The table below will help determine the number to give
the Payor.
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
SECURITY NUMBER IDENTIFICATION
OF NUMBER OF
1. An individual's account The individual 8. Sole proprietorship The owner (4)
account
2. Two or more The actual owner of 9. A valid trust, estate The legal entity (Do not
individuals (joint the account or, if or pension trust furnish the identifying
account) combined funds, any number of the personal
one of the individuals representative or trustee
(1) unless the legal entity
itself is not designated in
the account title.)(5)
3. Husband and wife The actual owner of the 10. Corporate account The corporation
(joint account) account or, if joint
funds, either person(1)
4. Custodian account of The minor(2) 11. Religious, The organisation
minor (Uniform Gift charitable or
to Minors Act) educational organisation
account
5. Adult and minor (joint The adult or, if the 12. Partnership account The partnership
account) minor is the only held in the name of the
contributor, the minor(1) business
6. Account in the name The ward, minor, or 13. Association , club The organisation
of guardian or incompetent person(3) or other tax-exempt
committee for a organisation
designated ward,
minor, or 14. A broker or The broker or nominee
incompetent person registered nominee
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7. a. The usual The grantor- 15. Account with the The public entity
revocable trustee(1) Department of
savings trust Agriculture in
account the name of a public
(grantor is also entity (such as a
trustee) State or local
b. So-called trust The actual owner(1) governmental,
account that is school district or
not a legal or prison) that
valid trust receives agricultural
under State law program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the xxxx'x, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or your don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM A BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
. A U.S. corporation
. A financial institution
. An organisation exempt from tax under section 501(a), or an individual
retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organisation or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organisations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding.
FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYOR. IF THE
PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE
FORM.
Certain payments, other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payors who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payors must be given the numbers whether or not recipients are required to file
tax returns. Payors must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payor. Certain penalties may also apply.
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Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount renewed is not paid in
money.
. Payments made by certain foreign organisations.
. Payments made to a nominee.
Payments to interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payor's trade or business and you
have not provided your correct taxpayer identification number to the payor.
PENALTIES
(1) PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you
fail to furnish your taxpayer identification number to a payor, you are
subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to wilful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
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THIS IS AN IMPORTANT DOCUMENT. If you are in doubt as to how to deal with it,
consult your Shareholder or Financial Adviser without delay.
The Registry for the Offer in Australia is:
By Mail: By Hand:
Corporate Registry Corporate Registry
Services Pty Ltd Services Pty Ltd
GPO Box 7045 Level 2
Sydney NSW 1115 000 Xxxx Xxxxxx
Xxxxxx XXX 0000
(00) 0000 0000
The U.S. Depositary for the Offer is:
By Mail: By Hand or
Overnight Delivery:
IBJ Xxxxxxxx Bank IBJ Xxxxxxxx Bank
& Trust Company & Trust Company
PO Box 00 Xxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx, 00000
Xxx Xxxx, XX 00000-0000 (000) 000 0000
Attn: Reorganisation Dept. Attn: Securities Processing
Window, SC-1
The Information Agent for the Offer in the United States is:
MacKenzie Partners, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (call collect)
CALL TOLL-FREE (000) 000 0000
The Financial Advisors in Australia are:
Xxxxxxx Xxxxx & Co Salomon Brothers Inc
Xxxxxxx Xxxxx International Salomon Brothers Australia Limited
(Australia) Limited Level 26, Castlereagh Centre
Level 49, MLC Centre 0 Xxxxxxxxxxx Xxxxxx
Xxxxxx XXX 0000 Xxxxxx XXX 2000
1 800 628 145 (toll free)
The Dealer Managers for the Offer in the United States are:
Xxxxxxx Xxxxx & Co. Salomon Brothers Inc
Xxxxxxx Xxxxx World Headquarters Seven World Trade Centre
North Tower New York, New York, 10048
World Financial Centre (000) 000 0000 (call collect)
New York, New York 10281-1305
(000) 000 0000 (call collect)
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