<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 1997
UNITED STATES FILTER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-0266015
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40-004 Cook Street, Palm Desert, California 92211
(Address of principal executive offices) (Zip code)
(760) 340-0098
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
Reference is made to the draft Offer to Purchase, the Part A Statement
with attached Appendicies and drafts of the related Letter of Transmittal, the
Acceptance and Transfer Form and the Notice of Guaranteed Delivery, each
relating to the proposed tender offer (the "Tender Offer") by USFC Acquisition
Inc., a wholly owned subsidiary of United States Filter Corporation, to purchase
any and all outstanding ordinary shares of Memtec Limited, a corporation
incorporated under the laws of New South Wales, Australia, ("Memtec") consisting
of fully paid ordinary shares, par value AUS$2.50 per share (the "Shares") and
Shares represented by American Depository Shares issued by the Bank of New York,
which documents were registered with the Australian Securities Commission on
September 19, 1997, and to the News Release dated September 17, 1997, issued by
United States Filter Corporation, attached as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5
and Exhibit 99.1, respectively, which are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
2.1 Offer to Purchase relating to the proposed Tender Offer.
2.2 Part A Statement relating to the proposed Tender Offer as
registered with the Australian Securities Commission on
September 19, 1997 with attached cover letter and
Appendicies.
2.3 Letter of Transmittal relating to the proposed Tender Offer
as registered with the Australian Securities Commission on
September 19, 1997.
2.4 Acceptance and Transfer Form relating to the proposed Tender
Offer as registered with the Australian Securities
Commission on September 19, 1997.
2.5 Notice of Guaranteed Delivery relating to the proposed
Tender Offer as registered with the Australian Securities
Commission on September 19, 1997.
99.1 News Release dated September 17, 1997, issued by United
States Filter Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
United States Filter Corporation
September 22, 1997 By: /s/ Kevin L. Spence
- ------------------ --------------------------------------
Date Kevin L. Spence, Vice President, Chief
Financial Officer
2
<PAGE>
EXHIBIT 2.1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
IF YOU ARE IN ANY DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT
YOUR FINANCIAL OR LEGAL ADVISOR IMMEDIATELY
- --------------------------------------------------------------------------------
OFFER
BY
USFC ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES FILTER CORPORATION
TO PURCHASE ALL OF YOUR ORDINARY SHARES AND
AMERICAN DEPOSITARY SHARES
IN
MEMTEC LIMITED
(ACN 002 490 208)
FOR
A NET CASH PAYMENT OF US$30.00
FOR EACH ORDINARY SHARE OR AMERICAN DEPOSITARY SHARE
- -------------------------------------------------------------------------------
THIS OFFER WILL EXPIRE AT 1:00A.M., NEW YORK CITY TIME ON ., NOVEMBER ., 1997,
AND AT 5:00 P.M., SYDNEY TIME ON ., NOVEMBER .,1997, UNLESS THE OFFER IS
EXTENDED
- -------------------------------------------------------------------------------
FINANCIAL ADVISORS TO UNITED STATES FILTER CORPORATION
Merrill Lynch & Co. Salomon Brothers Inc
Merrill Lynch International (Australia) Limited Salomon Brothers Australia
Limited
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
SUMMARY OF OFFER.......................................................................... 3
INTRODUCTION AND OFFER.................................................................... 5
THE TENDER OFFER.......................................................................... 6
1. Terms of the Offer.................................................................. 6
2. Procedures for Tendering Shares and ADSs............................................ 9
3. Acceptance for Payment and Payment for Shares and ADSs.............................. 14
4. Withdrawal Rights................................................................... 16
5. Certain Tax Consequences............................................................ 17
6. Price Range of Shares; Dividends; Exchange Rate..................................... 19
7. Certain Information Concerning the Company.......................................... 20
8. Certain Information Concerning the Purchaser and Parent............................. 22
9. Source and Amount of Funds.......................................................... 26
10. Background of the Offer; Contacts with the Company.................................. 28
11. Purpose of the Offer; Plans for the Company......................................... 28
12. Dividends and Distributions......................................................... 30
13. Effect of the Offer on the Market for the Securities; New York Stock
Exchange and Australian Stock Exchange Quotation and Exchange Act Registration...... 31
14. Certain Conditions of the Offer..................................................... 32
15. Certain Legal Matters; Regulatory Approvals......................................... 35
16. Fees and Expenses................................................................... 37
17. Miscellaneous....................................................................... 38
18. Certain Definitions................................................................. 38
SCHEDULE A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
AND THE PURCHASER............................................................ A-1
SCHEDULE B TRANSACTIONS IN SHARES AND ADSs DURING THE PAST FOUR MONTHS BY
PARENT AND THE PURCHASER..................................................... B-1
SCHEDULE C TRANSACTIONS IN SHARES AND ADSs DURING THE PAST FOUR MONTHS BY
DIRECTORS AND OFFICERS OF THE PARENT AND PURCHASER............................. C-1
ANNEXURE A PART A STATEMENT
</TABLE>
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES
OF
MEMTEC LIMITED
BY
USFC ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
UNITED STATES FILTER CORPORATION
AT
US$30.00 NET PER SHARE OR
AMERICAN DEPOSITARY SHARE IN CASH
- --------------------------------------------------------------------------------
THE 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. TENDERING HOLDERS OF SECURITIES WILL BE PERMITTED TO WITHDRAW THEIR
TENDERED SECURITIES AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER. SEE
"WITHDRAWAL RIGHTS" IN SECTION 4.
- --------------------------------------------------------------------------------
THE OFFER IS CONDITIONAL UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN AT THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES (INCLUDING AMERICAN DEPOSITARY SHARES REPRESENTING SHARES) (THE
"SECURITIES"), WHICH WHEN ADDED TO THE NUMBER OF SECURITIES TO WHICH USFC
ACQUISITION INC. AND ITS AFFILIATES ARE ENTITLED AT THE COMMENCEMENT OF THE
OFFER, CONSTITUTES MORE THAN 50 PER CENT OF THE TOTAL NUMBER OF SECURITIES
OUTSTANDING ON A FULLY DILUTED BASIS.
THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THIS
OFFER TO PURCHASE. SEE THE INTRODUCTION AND OFFER AND SECTIONS 1 AND 14.
____________________
IMPORTANT
THE OFFER IS MADE FOR SECURITIES OF AN AUSTRALIAN CORPORATION. WHILE THE
OFFER IS SUBJECT TO BOTH UNITED STATES AND AUSTRALIAN DISCLOSURE REQUIREMENTS,
HOLDERS SHOULD BE AWARE THAT CERTAIN PARTS OF THIS DOCUMENT HAVE BEEN PREPARED
SUBSTANTIALLY IN ACCORDANCE WITH U.S. FORMAT AND STYLE, WHICH DIFFERS FROM
AUSTRALIAN FORMAT AND STYLE. IN PARTICULAR, THE PART A STATEMENT, WHICH IS
REQUIRED BY THE AUSTRALIAN CORPORATIONS LAW AND WHICH IS INCLUDED AS ANNEXURE A
TO THIS OFFER TO PURCHASE (THE "PART A STATEMENT"), CONTAINS INFORMATION
CONCERNING THE OFFER THAT IS MATERIAL TO A HOLDER OF SECURITIES AND IS NOT
SUMMARIZED ELSEWHERE. HOLDERS OF SECURITIES ARE URGED TO REVIEW THE PART A
STATEMENT.
IN ADDITION, WITH CERTAIN EXCEPTIONS PURSUANT TO MODIFICATIONS OF THE
AUSTRALIAN CORPORATIONS LAW GRANTED BY THE AUSTRALIAN SECURITIES COMMISSION, THE
OFFER IS SUBJECT TO THE U.S. TENDER OFFER RULES APPLICABLE TO SECURITIES
REGISTERED UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS WELL
AS TO THE PROVISIONS OF THE AUSTRALIAN CORPORATIONS LAW.
The consideration payable under the Offer is United States dollars.
However, all tendering holders will have the right to elect to receive payment
in Australian dollars. In the event a holder does not make an election, a
holder tendering American Depositary Shares will receive United States dollars
and a holder tendering Shares will be deemed to have elected to receive
Australian dollars. The conversion of United States dollars into Australian
dollars will be made on the basis described in Section 3. The attention of all
holders of Securities is drawn to the description in that Section of the
mechanism for converting United States dollars into Australian dollars and of
the exchange rate risks attached thereto. A reference in this Offer to Purchase
to "US$" or "US dollars" is to United States dollars and a reference to "A$" is
to Australian dollars.
Questions and requests for assistance, or for additional copies of this
Offer to Purchase, the Acceptance and Transfer Form, the Letter of Transmittal
or other tender offer materials, may be directed in the United States to the
Information Agent or the Dealer Managers, or in Australia to (in the case of
additional documents) the Registry or (in the case of questions and requests for
assistance) to the Financial Advisors, in each case at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase. Holders of Shares or American Depositary Shares may also contact
brokers, dealers, commercial banks and trust companies for assistance concerning
the Offer.
____________________
The Dealer Managers for the Offer in the United States are:
MERRILL LYNCH & CO. SALOMON BROTHERS INC
September ., 1997
<PAGE>
IMPORTANT
HOLDERS OF ADSs
---------------
Any holder desiring to tender all or any portion of such holder's American
Depositary Shares should either (i) complete and sign the Letter of Transmittal
(or a facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and (A) mail or deliver it, together with the American Depositary
Receipts evidencing tendered American Depositary Shares and any other required
documents, to the U.S. Depositary or (B) tender such American Depositary Shares
pursuant to the procedures for book-entry transfer set forth in Section 2 or
(ii) request such holder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such holder. A holder whose
American Depositary Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such holder desires
to tender such American Depositary Shares.
A holder who desires to tender American Depositary Shares, and whose
American Depositary Receipts evidencing such American Depositary Shares are not
immediately available, or who cannot comply with the procedures for book-entry
transfer described in this Offer to Purchase prior to the expiration of the
Offer, may tender such American Depositary Shares by following the procedures
for guaranteed delivery set forth herein.
HOLDERS OF SHARES
-----------------
Any holder desiring to tender all or any portion of such holder's Shares
should either (i) if such Shares are held in uncertificated form (because the
Shares are held in the CHESS system in Australia) comply with the procedures set
forth in the Securities Clearing House Business Rules by (A) instructing such
holder's Controlling Participant to initiate acceptance of this Offer, or if
such holder is a Broker or Non Broker Participant by accepting this Offer, prior
to the expiration of the Offer and (B) completing and signing the Acceptance and
Transfer Form and returning it in accordance with the instructions contained in
the Acceptance and Transfer Form, or, (ii) if such Shares are in certificated
form, complete and sign the Acceptance and Transfer Form in accordance with the
instructions in the Acceptance and Transfer Form and mail or deliver it,
together with the Share certificates evidencing such Shares to the Registry in
Australia or, if such holder is located in the United States, to the U.S.
Depositary.
A person who is entitled to be registered in respect of certificated Shares
but who, at the time of acceptance of the Offer, is not registered as the holder
of such Shares, must accept the Offer by completing and signing the Acceptance
and Transfer Form in accordance with the instructions in the Acceptance and
Transfer Form and mailing or delivering it, together with evidence which
establishes that person's entitlement to be registered in respect of those
Shares, to the Registry in Australia or, if such person is located in the United
States, to the U.S. Depositary.
<PAGE>
SUMMARY OF OFFER
This general summary is solely for the convenience of holders of Shares and
ADSs and is qualified in its entirety by reference to the full text and more
specific details in this Offer to Purchase. Certain capitalized terms used in
this Offer to Purchase are defined in Section 18.
<TABLE>
<C> <S>
Purchase Price............. USFC Acquisition Inc., a wholly owned subsidiary of
United States Filter Corporation, is offering to
purchase all outstanding Shares and ADSs of Memtec
Limited at a purchase price of US$30.00 per Share or
ADS, net to the seller in cash, subject to the terms
and conditions of the Offer. Tendering holders may
elect to have the purchase price converted into
Australian dollars at the exchange rate available on
the day the Purchaser makes funds available for
payment to the Registry or U.S. Depositary in
respect of the relevant Securities. See Section 3
"Acceptance for Payment and Payment of Shares and
ADSs -- Currency Election".
How to Tender Shares or ADSs.. See Section 2 "Procedures for Tendering Shares
and ADSs". For assistance in the United States call
the Information Agent or the Dealer Managers. For
assistance in Australia call the Registry or the
Financial Advisors or consult your broker.
Telephone numbers for the Information Agent, the
Dealer Managers, the Registry and the Financial
Advisors are set forth on the back cover of this
Offer to Purchase.
Expiration Date............... 1:00 A.M., New York City time on ., November .,
1997, and 5:00 P.M., Sydney time, on . November .,
1997, unless extended by the Purchaser, in which
event the "Expiration Date" shall be the latest time
and date upon which the Offer, as so extended, shall
expire.
Payment Date.................. Payment will be made not later than the earlier of
(i) the third U.S. business day after the Expiration
Date and (ii) 30 days after the later of the date
the Offer is accepted by the holder and the Condition
Waiver Date. See Section 3 "Acceptance for Payment
and Payment for Shares and ADSs".
Withdrawal Rights............. Tendered Securities may be withdrawn at any time
prior to the Expiration Date. See Section 4
"Withdrawal Rights".
Minimum and Other Conditions.. The Offer is conditional upon, among other
things, there having been validly tendered and not
withdrawn at the Expiration Date a number of
Securities which, when added to the number of
Securities to which the Purchaser and its affiliates
are entitled at the commencement of the Offer,
constitutes more than 50 per cent of the total number
of Securities outstanding on a fully diluted basis.
The Purchaser and its affiliates own and are
entitled to 534,600 Securities or approximately 4.9%
of the number of Securities outstanding on a fully
diluted basis as of ., 1997. See "Introduction and
Offer" and Section 14 "Certain Conditions of the
Offer".
The Offer is also subject to a number of other
conditions, including receipt of any necessary
regulatory approvals, the absence of litigation and
the absence of significant changes in
</TABLE>
3
<PAGE>
<TABLE>
<C> <S>
the Company. See Section 14 "Certain Conditions of
the Offer".
United States
Income Tax Consequences....... The sale of Securities pursuant to the Offer will be
a taxable event to the holder for United States
federal income tax purposes. See Section 5 "Certain
Tax Consequences -- Certain United States Federal
Income Tax Consequences".
Australian Income Tax
Consequences The sale of Securities pursuant to the
Offer will be a taxable event to the holder for
Australian income tax purposes. See Section 5
"Certain Tax Consequences--Certain Australian Tax
Consequences".
</TABLE>
4
<PAGE>
To the holders of Shares and American Depositary Shares of Memtec Limited:
INTRODUCTION AND OFFER
The Offer. USFC Acquisition Inc., a Delaware corporation, (the
"Purchaser") and a wholly owned subsidiary of United States Filter Corporation,
a Delaware corporation (the "Parent"), hereby offers to purchase all outstanding
ordinary shares, par value A$2.50 per share (the "Shares"), including American
Depositary Shares representing Shares (the "ADSs", and together with the Shares,
the "Securities"), of Memtec Limited (ACN 002 490 208), a corporation
incorporated under the laws of the State of New South Wales, Australia (the
"Company"), at a price of US$30.00 per Share or ADS, net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in this Offer to Purchase and (i) in the case of Shares, in
the related Acceptance and Transfer Form, and (ii) in the case of ADSs, in the
related Letter of Transmittal (which Offer to Purchase, Acceptance and Transfer
Form and Letter of Transmittal, as amended from time to time, together
constitute the "Offer"). A holder may accept the Offer in respect of some or
all of such holder's Securities.
This Offer extends to holders of Securities resulting from the exercise of
outstanding options for Securities ("Options"). Holders of Options who desire
to tender Securities issuable upon exercise of such Options must first exercise
those Options and then tender the resulting Securities in accordance with the
procedures set forth in Section 2 "Procedures for Tendering Shares and ADSs".
Securities resulting from the exercise of Options must be obtained and tendered
into the Offer by the holder prior to the Expiration Date. The Purchaser is not
offering to purchase (nor will tenders be accepted of) Options pursuant to the
Offer.
Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes (including stamp duty) on the purchase by the
Purchaser of Securities pursuant to the Offer. A TENDERING HOLDER OF SECURITIES
WHO IS (I) A U.S. HOLDER (AS DEFINED HEREIN) SHOULD COMPLETE AND SIGN THE
SUBSTITUTE FORM W-9 OR (II) A NON U.S. HOLDER SHOULD COMPLETE AND SIGN THE FORM
W-8, BOTH OF WHICH ARE INCLUDED IN THE LETTER OF TRANSMITTAL AND THE ACCEPTANCE
AND TRANSFER FORM, AS APPROPRIATE. IF A HOLDER FAILS TO COMPLETE AND SIGN A
SUBSTITUTE FORM W-8 OR W-9 AS APPLICABLE, THE PURCHASER WILL BACKUP WITHHOLD
UNITED STATES FEDERAL INCOME TAX AT THE RATE OF 31% OF THE GROSS PROCEEDS
PAYABLE TO SUCH HOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 5
"CERTAIN TAX CONSEQUENCES--CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES--INFORMATION REPORTING AND BACKUP WITHHOLDING". ACCORDINGLY, ALL
HOLDERS OF SECURITIES (INCLUDING HOLDERS OF SHARES HELD THROUGH CHESS) WHO WISH
TO ACCEPT THE OFFER ARE URGED TO COMPLETE EITHER THE SUBSTITUTE FORM W-8 OR W-9
CONTAINED IN THE LETTER OF TRANSMITTAL AND ACCEPTANCE AND TRANSFER FORM, AS
APPROPRIATE, AND SIGN AND RETURN THE RELEVANT FORM IN ACCORDANCE WITH THE
PROCEDURES SPECIFIED IN SECTION 2.
The Purchaser will pay all charges and expenses of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and Salomon Brothers Inc
("Salomon"), as Dealer Managers in the United States (in such capacity, each a
"Dealer Manager"), Merrill Lynch & Co., Merrill Lynch International (Australia)
Limited, Salomon Brothers Inc and Salomon Brothers Australia Limited, each as
Financial Advisor in Australia (each a "Financial Advisor"), IBJ Schroder Bank &
Trust Company as U.S. Depositary (the "U.S. Depositary") and MacKenzie Partners,
Inc., as Information Agent (the "Information Agent"), incurred in connection
with the Offer. See Section 16 "Fees and Expenses".
The purpose of the Offer is to acquire control of, and if sufficient
Securities are acquired ultimately acquire all outstanding Securities in, the
Company. If the Purchaser acquires 90% or more of the outstanding Securities in
the Offer, it is the Purchaser's present intention to compulsorily acquire, upon
the terms applicable under the Offer immediately prior to the Expiration Date
and in accordance with the Australian Corporations Law (the "Corporations Law"),
all Shares of holders that have not accepted the Offer.
In addition, the Purchaser will, after the Expiration Date and if
sufficient Securities are acquired under the Offer, be seeking a modification of
the Corporations Law to permit it to compulsorily acquire all Shares which are
issued pursuant to the exercise of Options which remain outstanding after the
Expiration Date, as and
5
<PAGE>
when such Securities are issued pursuant to the exercise of those Options. See
Section 11 "Purpose of the Offer, Plans for the Company--Intention to
Compulsorily Acquire".
Conditions - The Minimum Condition. THE OFFER IS CONDITIONAL UPON, AMONG
OTHER THINGS, THERE HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN AT THE
EXPIRATION DATE A NUMBER OF SECURITIES WHICH, WHEN ADDED TO THE NUMBER OF
SECURITIES TO WHICH THE PURCHASER AND ITS AFFILIATES ARE ENTITLED AT THE
COMMENCEMENT OF THE OFFER, CONSTITUTES MORE THAN 50 PER CENT OF THE TOTAL NUMBER
OF SECURITIES OUTSTANDING ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION").
According to the Company's Preliminary Final Report for the fiscal year
ended June 30, 1997 filed with Australian Stock Exchange Limited ("ASX"), as of
June 30, 1997 there were outstanding 10,317,348 Shares and 653,998 Options
exercisable for 653,998 Securities. At ., 1997, the Purchaser beneficially
owned and was entitled (within the meaning of the Corporations Law) to 534,600
Shares (being Shares represented by ADSs), representing approximately 4.9% of
Securities on a fully diluted basis. Substantially all of the ADSs beneficially
owned by Parent were acquired in open market purchases. See Schedule B to this
Offer to Purchase.
For purposes of the Offer, the term "fully diluted basis" assumes that all
outstanding Options have become exercisable and been exercised and "more than 50
per cent of the total number of Securities outstanding on a fully diluted basis"
assumes that all Options are have become exercisable and been exercised, and
that all other options, rights or other securities convertible into or
exercisable or exchangeable for Shares which have been granted prior to the
Expiration Date have become exercisable prior to the Expiration Date and been
exercised, in all cases resulting in the issue of Shares. The Purchaser and its
affiliates do not hold any Options, rights or other securities convertible into
Securities.
Based on the foregoing and assuming no Securities were issued and no
options, warrants or rights exercisable or other securities convertible into or
exercisable or exchangeable for Securities were issued or granted after June 30,
1997 (other than Shares (including Shares represented by ADSs) issued pursuant
to the exercise of the Options), the Purchaser believes there are presently
10,971,346 Securities outstanding on a fully diluted basis. Accordingly, the
Purchaser believes that the Minimum Condition would be satisfied if at least an
aggregate of 4,951,074 Securities are validly tendered pursuant to the Offer and
not withdrawn.
Certain other conditions to the Offer are described in Section 14 "Certain
Conditions of the Offer". The Purchaser expressly reserves the right in its
sole discretion to waive any one or more of the conditions to the Offer subject
to the limitations imposed by applicable law as set forth in Section 1 "Terms of
the Offer" and Section 14 "Certain Conditions of the Offer".
THIS OFFER TO PURCHASE, THE PART A STATEMENT, THE ACCEPTANCE AND TRANSFER
FORM AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE TENDER OFFER
1. TERMS OF THE OFFER
1.1 Offer Period
------------
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any extension or
amendment), the Purchaser will purchase and pay for all Securities validly
tendered prior to the Expiration Date (as defined herein) and not withdrawn in
accordance with Section 4.
The term "Expiration Date" means 1:00 a.m., New York City time, on .,
November ., 1997, and 5:00 p.m., Sydney time, on ., November ., 1997 unless and
until the Purchaser, in its sole discretion, shall have extended the period of
time during which the Offer is open as described in Section 1.4 below, in which
6
<PAGE>
event the term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by the Purchaser, shall expire.
1.2 Conditions; Waiver
------------------
The Offer is conditioned upon satisfaction of the Minimum Condition and the
other conditions set forth in Section 14. Subject to compliance with applicable
law, the Purchaser reserves the right (but shall not be obligated) to waive the
Minimum Condition or waive any or all other conditions. If the Offer becomes or
is declared free of all conditions, the Purchaser will purchase all Securities
validly tendered and not withdrawn. Furthermore, unless the Australian
Securities Commission (the "ASC") consents, the Purchaser will not be permitted
to purchase Securities if all conditions have not been satisfied or waived as
described above.
1.3 Variation of Offer; Termination
-------------------------------
Subject to the applicable regulations of the United States Securities and
Exchange Commission (the "SEC"), the Purchaser expressly reserves the right, in
its sole discretion at any time and from time to time, to:
(i) amend or vary the Offer as permitted by Section 654 of the
Corporations Law, (which, except in relation to increases in the offer
consideration and certain extensions of the offer period, generally
restricts the offeror from varying the Offer without the consent of
the ASC); and
(ii) if the requisite consent of the ASC is obtained, and subject to any
conditions as may be specified in such consent, withdraw the Offer
prior to the Expiration Date and not accept for payment any Securities
if any of the conditions referred to in Section 14 have been breached
(which breach has not been waived) or upon the occurrence of any of
the events specified in Section 14 "Certain Conditions of the Offer",
in each case by giving oral or written notice of such termination or amendment
to the U.S. Depositary and by making a public announcement thereof, as described
below, and in accordance with the procedures prescribed by Section 657 of the
Corporations Law described in Section 1.5 below.
The Purchaser acknowledges that it will promptly return the Securities
tendered after the expiration or withdrawal of the Offer if at that time the
Offer remains subject to a condition that has not been satisfied or fulfilled.
1.4 Extension of Offer
------------------
Except as specified below, the Purchaser expressly reserves the right, in
its sole discretion, but subject to applicable law and compliance with the
procedures specified in Section 1.5, at any time and from time to time prior to
the Expiration Date, to extend for any reason the period of time during which
the Offer is open, including as a result of the occurrence of any of the events
specified in Section 14, by giving oral or written notice of such extension to
the U.S. Depositary and by making a public announcement thereof, as described
below, and by following the procedures prescribed by Section 657 of the
Corporations Law, as described in Section 1.5 below. Subject to the rights of
holders to withdraw tendered Securities prior to the Expiration Date, the
Purchaser also reserves the right to retain until the Expiration Date Securities
which have been tendered during the period or periods for which the Offer is
extended. During any such extension, all Securities previously tendered and not
withdrawn will remain subject to the terms and conditions of the Offer, subject
to the rights of a tendering holder to withdraw any tendered Securities prior to
the Expiration Date. See Section 4 "Withdrawal Rights".
If the Purchaser varies the consideration for the Offer, declares the Offer
to be free of all or any conditions or waives an event which would cause the
breach or non-fulfillment of any condition, the Purchaser will notify holders of
such variation, declaration or waiver in accordance with the procedures
described below, will provide any additional information required by applicable
law and will extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Exchange Act.
7
<PAGE>
If prior to the Expiration Date the Purchaser should decide to increase the
consideration being offered in the Offer, such increase in the consideration
being offered will be applicable to all holders whose Securities are accepted
for payment pursuant to the Offer, and if at the time notice of any such
increase in the consideration being offered is first published, sent or given to
holders of such Securities, the Offer is scheduled to expire at any time earlier
than the period ending on the tenth U.S. business day from and including the
date that such notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such ten U.S. business day period.
For purposes of the Offer, a "U.S. business day" means any day other than a
Saturday, Sunday or federal holiday in the United States and consists of the
time period from 12:01 a.m. through 12:00 Midnight, New York City time.
If the Purchaser declares the Offer free from all conditions and if at the
time such declaration is made the Offer is scheduled to expire at any time
earlier than the period ending on the fifth U.S. business day from and including
the date that such declaration is so made, the Offer will be extended at least
until the expiration of such five U.S. business day period.
1.5 Notification of Waiver, Variation, Extension or Withdrawal
----------------------------------------------------------
Any extension, withdrawal, waiver or variation of the Offer will be
followed as promptly as practicable by public announcement thereof. In the case
of an extension, such announcement will be made no later than 9:00 a.m., New
York City time, on the next U.S. business day after the previously scheduled
Expiration Date.
Under the Corporations Law, a variation of the Offer shall be made by
serving on the Company a notice signed by two directors of the Purchaser (or
their agents) authorized so to sign by a resolution passed at a meeting of the
directors, which notice has been registered by the ASC and which sets out, among
other things, the terms of the proposed variation and particulars of any
resulting modifications to the Part A Statement. A copy of that notice must
also be sent to each person to whom an Offer is made. Pursuant to a
modification granted by the ASC, a notice of variation of the Offer will also be
released to ASX and published in a newspaper circulating nationally in Australia
and will be released by a generally accepted media channel in the United States
as soon as practicable after the variation of the Offer.
1.6 General
-------
Under the Corporations Law, the Offer is made to each holder of Securities
on October ., 1997. Pursuant to modifications of the Corporations Law granted
by the ASC, the Offer is also made to all holders of Securities issued during
the Offer period on the exercise of Options or otherwise. Accordingly, the
Offer relates to and is made in respect of all Securities which are outstanding
during the Offer period.
Pursuant to Section 649 of the Corporations Law, if at the time the Offer
is made to a holder of Securities, or at any time before the Expiration Date,
another person is, or is entitled to be, registered as the holder of such first
holder's Securities to which this Offer relates then (i) a corresponding Offer
is deemed to have been made to that other person in respect of those Securities,
(ii) a corresponding Offer is deemed to have been made to the first holder in
respect of any other Securities to which the Offer relates, and (iii) this Offer
is deemed to have been withdrawn from such first holder immediately after that
time.
A demand has been made on the Company pursuant to Section 699 of the
Corporations Law for information relating to holders of the Shares and a demand
is being made to the Company pursuant to Rule 14d-5 under the Exchange Act for
the use of the Company's shareholder list (including a list of holders of ADSs)
and security position listings for the purpose of disseminating the Offer to
holders of Securities. Upon compliance by the Company with such requests, this
Offer to Purchase, the Part A Statement, the related Acceptance and Transfer
Form and Letter of Transmittal and, if required, other relevant materials will
be mailed to record holders of Securities or to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder list of the Company or, if applicable, who
are listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Securities.
8
<PAGE>
2. PROCEDURES FOR TENDERING SHARES AND ADSs.
2.1 Valid Tender of Shares.
----------------------
This section should be read together with the instructions on the
Acceptance and Transfer Form. The provisions of this section shall be deemed to
be incorporated in, and form a part of the relevant Acceptance and Transfer
Form. The instructions printed on the relevant Acceptance and Transfer Form
shall be deemed to form part of the terms of the Offer as it relates to Shares.
UNLESS A HOLDER OF SHARES (INCLUDING A HOLDER OF UNCERTIFICATED SHARES HELD
THROUGH CHESS) COMPLETES, SIGNS AND RETURNS A SUBSTITUTE FORM W-8 OR W-9
CONTAINED IN THE ACCEPTANCE AND TRANSFER FORM, THE PURCHASER WILL BACKUP
WITHHOLD UNITED STATES FEDERAL INCOME TAX AT THE RATE OF 31% OF THE GROSS
PROCEEDS PAYABLE TO SUCH HOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. FAILURE
TO COMPLETE THE SUBSTITUTE FORM W-8 OR W-9 IS NOT A CONDITION PRECEDENT TO A
VALID ACCEPTANCE OF THE OFFER, BUT WILL GENERALLY RESULT IN THE IMPOSITION OF
WITHHOLDING TAX. SEE SECTION 5 "CERTAIN TAX CONSEQUENCES -- CERTAIN UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES -- INFORMATION REPORTING AND BACKUP
WITHHOLDING". ALL HOLDERS OF SHARES ARE THEREFORE URGED TO COMPLETE, SIGN AND
RETURN THE ACCEPTANCE AND TRANSFER FORM.
Uncertificated Shares - CHESS holdings. For holders of uncertificated
Shares held through the Clearing House Electronic Subregister System ("CHESS"),
acceptance of the Offer and tender of those Shares can only be made in
accordance with the Securities Clearing House ("SCH") Business Rules. To tender
Shares which are in a CHESS holding, a holder should:
(i) instruct such holder's CHESS Controlling Participant to initiate
acceptance of the Offer in accordance with Rule 16.3 of the SCH
Business Rules before the Expiration Date; or
(ii) if the holder is a Broker or a Non Broker Participant, initiate
acceptance of the Offer in accordance with Rule 16.3 of the SCH
Business Rules before the Expiration Date.
A holder of uncertificated Shares held through CHESS is requested also to
complete and sign the Acceptance and Transfer Form in respect of those Shares
and return it in accordance with the instructions on the Acceptance and Transfer
Form. If a holder of uncertificated Shares held through CHESS does not accept
the Offer in accordance with Rule 16.3 of the SCH Business Rules as described
above, but completes and returns the relevant Section of the Acceptance and
Transfer Form, the Purchaser may treat that form as a valid acceptance of the
Offer, conditional upon that holder's Controlling Participant subsequentialy
initiating acceptance of the Offer in accordance with the authorization granted
by the holder in the Acceptance and Transfer Form.
Certificated Shares. For holders of Shares which are held in certificated
form, acceptance of the Offer and tender of those Shares can only be made by
completing and executing the Acceptance and Transfer Form in accordance with the
instructions which appear on it and mailing or delivering it, together with any
Share certificate(s) evidencing the Shares, to the Registry in Australia, or if
such holder is located in the United States, to the U.S. Depositary, in each
case at the address set forth on the back cover of this Offer to Purchase.
Beneficial owners whose Shares are registered in the name of a broker,
investment dealer, bank, trust company or other nominee should contact that
nominee for assistance in accepting the Offer.
Entitlement to Shares. A person who is entitled to be registered in
respect of certificated Shares but who, at the time of acceptance of the Offer,
is not registered as the holder of such Shares, must accept the Offer by
completing and signing the Acceptance and Transfer Form in accordance with the
instructions which appear on it and mailing or delivering it, together with
evidence which establishes that person's entitlement to be registered in respect
of those Shares, to the Registry in Australia or, if such person is located in
the United States, to the U.S. Depositary, in each case at the address set forth
on the back cover of this Offer to Purchase.
The Acceptance and Transfer Form. The Acceptance and Transfer Form and the
signing instructions set out in it form part of this Offer and their
requirements must be observed in the acceptance of this Offer by
9
<PAGE>
holders of certificated Shares and Shares held through CHESS and by persons
entitled to become registered as a holder of certificated Shares. By signing
and returning the Acceptance and Transfer Form, a holder will:
(i) in the case of Shares held through CHESS, authorize the Purchaser to
instruct the holder's Controlling Participant to initiate the
acceptance of this Offer on the holder's behalf in circumstances where
the holder has not previously initiated such acceptance as described
above;
(ii) elect whether the holder wishes to receive A$ or US$ in respect of the
Shares (see Section 3 "Acceptance for Payment and Payment for Shares
and ADSs - Currency Election); and
(iii) provide certain information required in order to avoid the
imposition of United States federal backup withholding tax (see
Section 5 "Certain Tax Consequences - Certain United States Federal
Income Tax Consequences - Information Reporting and Backup
Withholding").
Acceptance of the Offer by holders of certificated Shares or by persons
entitled to certificated Shares will be deemed effective only when the duly
completed Acceptance and Transfer Form and any relevant Share certificate(s) or
other documents have been received by the Registry or the U.S. Depositary, as
applicable, at the address as set forth on the back cover of this Offer to
Purchase.
HOLDERS OF SHARES ARE ADVISED THAT THE METHOD CHOSEN TO SEND SHARE
CERTIFICATES, IF ANY, AND THE PROPER COMPLETION OF AND DELIVERY OF THE
ACCEPTANCE AND TRANSFER FORM AND OTHER DOCUMENTS IS AT THE OPTION AND RISK OF
EACH TENDERING HOLDER AND THE DELIVERY THEREBY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE REGISTRY OR THE U.S. DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY
PRIOR TO THE EXPIRATION DATE.
Notwithstanding the foregoing, the Purchaser may in its discretion treat
any Acceptance and Transfer Form received by the Registry or the U.S. Depositary
as valid or waive any requirement of this section in any case, but the payment
of the consideration in accordance with this Offer will not be made until any
irregularity has been resolved or waived and any Share certificate(s) or other
documents have been received or an acceptable indemnity in lieu of receipt of
the Share certificate(s), together with any other documents required to procure
registration, have been received by the Registry or the U.S. Depositary.
2.2 Valid Tender of ADSs.
--------------------
This section should be read together with the instructions on the Letter of
Transmittal. The provisions of this section shall be deemed to be incorporated
in, and form a part of, the relevant Letter of Transmittal. The instructions
printed on the relevant Letter of Transmittal shall be deemed to form part of
the terms of the Offer as it relates to ADSs. Except as set forth below, in
order for ADSs to be validly tendered pursuant to the Offer, the Letter of
Transmittal or a facsimile thereof, properly completed and duly executed, with
any required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of ADSs and any other required documents must be received by
the U.S. Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase prior to the Expiration Date and (i) the ADRs evidencing
tendered ADSs must be received by the U.S. Depositary along with the Letter of
Transmittal, (ii) ADSs must be tendered pursuant to the procedure for book-entry
transfer described below and a Book-Entry Confirmation (as defined below) must
be received by the U.S. Depositary, in each case prior to the Expiration Date,
or (iii) the tendering holder must comply with the guaranteed delivery
procedures described below.
The Offer in respect of ADSs shall be validly accepted by delivery of a
Letter of Transmittal, the relevant ADRs evidencing ADSs and other required
documents to the U.S. Depositary by holders of ADSs (without any further action
by the U.S. Depositary), subject to the terms and conditions set out in the
Letter of Transmittal. The acceptance of the Offer by a tendering holder of
ADSs evidenced by ADRs pursuant to the procedures described above, subject to
the withdrawal rights described below will be deemed to constitute a binding
agreement between such tendering holder of ADSs and the Purchaser upon the terms
and subject to the conditions of the Offer. IF AN ADR EVIDENCING AN ADS HAS
BEEN TENDERED BY A
10
<PAGE>
HOLDER OF ADSs, THEN THE SHARES REPRESENTED BY SUCH ADSs MAY NOT BE TENDERED
INDEPENDENTLY OR IF SHARES HAVE BEEN TENDERED THEN NO ADSs REPRESENTING SUCH
SHARES MAY BE TENDERED INDEPENDENTLY.
THE METHOD OF DELIVERY OF ADRs, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S. DEPOSITARY. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY
WITHIN THE PERMITTED PERIOD OF TIME.
Book-Entry Transfer. The U.S. Depositary will establish an account with
respect to interests in ADSs held in book-entry form at The Depository Trust
Company, Midwest Securities Trust Company and Philadelphia Trust Company (each a
"Book-Entry Transfer Facility" and collectively the "Book-Entry Transfer
Facilities") for purposes of the Offer within two business days after the date
of this Offer to Purchase, and any financial institution that is a participant
in any of the Book-Entry Transfer Facilities' systems may make book-entry
delivery of interests in ADSs by causing a Book-Entry Transfer Facility to
transfer such interests in ADSs into the U.S. Depositary's account at a Book-
Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's
procedures for transfer. Although delivery of interests in ADSs evidenced by
ADRs may be effected through book-entry transfer at a Book-Entry Transfer
Facility, the Letter of Transmittal or a facsimile thereof, properly completed
and duly executed with any required signature guarantees, or an Agent's Message
in connection with a book-entry delivery of interests in ADSs, and any other
required documents, must, in any case, be transmitted to and received by the
U.S. Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase prior to the Expiration Date for ADSs evidenced by ADRs to be
validly tendered or the guaranteed delivery procedures described below must be
complied with.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility (as defined below) to, and received by, the U.S. Depositary
and forming a part of a Book-Entry Confirmation, which states that such Book-
Entry Transfer Facility has received an express acknowledgment from the
participant in such Book-Entry Transfer Facility tendering an interest in the
ADSs, that such participant has received and agrees to be bound by the terms of
the Letter of Transmittal and that the Purchaser may enforce such agreement
against the participant.
REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE U.S.
DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER PAGE OF THIS
OFFER TO PURCHASE. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE U.S. DEPOSITARY.
Signature Guarantees. Signatures on all Letters of Transmittal must be
guaranteed by a member firm of a registered national securities exchange, a
member of the NASD or a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as
an "Eligible Institution"), unless the ADSs tendered thereby are tendered (i) by
a registered holder of ADSs who has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. See Instruction 1 of the Letter of Transmittal.
If an ADR is registered in the name of a person other than the signer of
the Letter of Transmittal or if payment is to be made, or an ADR not accepted
for payment or not tendered is to be returned, to a person other than the
registered holder(s), then the ADR must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the ADR, with the signature(s) on such ADR or
stock powers guaranteed as described above. Evidence of the payment of any
applicable stock transfer tax must also be presented. See Instructions 1 and 5
of the Letter of Transmittal.
If the ADRs are forwarded separately to the U.S. Depositary, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) must
accompany each such delivery.
11
<PAGE>
Guaranteed Delivery. If a holder of ADSs evidenced by ADRs desires to
tender ADSs pursuant to the Offer and such holder's ADRs evidencing such ADSs
are not immediately available or time will not permit all required documents to
reach the U.S. Depositary prior to the Expiration Date or the procedure for
book-entry transfer cannot be completed prior to the Expiration Date, such ADSs
may nevertheless be tendered if all the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser herewith, is
received by the U.S. Depositary as provided below prior to the
Expiration Date; and
(iii) the ADRs (or a Book-Entry Confirmation) representing all tendered
ADSs, in proper form for transfer together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other documents required by the
Letter of Transmittal are received by the U.S. Depositary within three
New York Stock Exchange trading days after the date of execution of
such Notice of Guaranteed Delivery.
Any Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the U.S. Depositary and must
include a guarantee by an Eligible Institution in the form set forth in the
Notice of Guaranteed Delivery and a representation that the holder on whose
behalf the tender is being made is deemed to own the ADSs within the meaning of
Rule 14e-4 under the Exchange Act.
Notwithstanding any other provisions hereof, payment for ADSs accepted for
payment pursuant to the Offer will in all cases be made only after receipt by
the U.S. Depositary within the permitted period of time of ADRs evidencing such
ADSs, or of Book-Entry confirmation with respect to, a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by the Letter of Transmittal.
Accordingly, payment might not be made to all tendering holders at the same time
and will depend upon when ADRs evidencing such ADSs are received by the U.S.
Depositary or Book-Entry Confirmations with respect to such ADSs are received
into the U.S. Depositary's account at a Book-Entry Transfer Facility.
2.3 Securities Issued on Exercise of Options
----------------------------------------
Pursuant to modifications of the Corporations Law granted by the ASC, the
Offer is also made to all holders of Securities issued during the Offer period
pursuant to the exercise of Options or otherwise. The Purchaser is not offering
to purchase (nor will tenders be accepted of) Options pursuant to the Offer.
Accordingly, holders of Options who desire to tender Securities issuable upon
exercise of such Options must first exercise those Options and then tender the
resulting Securities in accordance with the procedures set forth in this Section
2 for the tender of Shares or ADSs as applicable.
In addition, the Purchaser will, after the Expiration Date and if
sufficient Securities are acquired under the Offer, be seeking a modification of
the Corporations Law to permit it to compulsorily acquire all Shares which are
issued pursuant to the exercise of Options which remain outstanding after the
Expiration Date, as and when such Securities are issued pursuant to the exercise
of those Options. See Section 11 -"Purpose of the Offer; Plans for the Company
- -- Intention to Compulsorily Acquire".
2.4 Appointment as Proxy and Attorney .
---------------------------------
By tendering Shares or ADSs, 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 this Offer or any contract resulting from
acceptance of this Offer becomes free from its conditions or such conditions are
satisfied or waived or, in the case of ADSs, the date from which such ADSs are
accepted for payment, with power to do all things which such holder could
lawfully do in relation to its Shares (or Shares represented by ADSs) or in
exercise of any right derived
12
<PAGE>
from the holding of its Shares (or Shares represented by ADSs), including
(without limiting the generality of the foregoing):
(i) attending and voting at any meeting of the Company;
(ii) demanding a poll for any vote to be taken at any meeting of the
Company;
(iii) proposing or seconding any resolution to be considered at any
meeting of the Company;
(iv) requisitioning the convening of any meeting of the Company and
convening a meeting pursuant to any such requisition;
(v) notifying the Company that such holder's address in the records of
the Company for all purposes including the despatch of notices of
meeting, annual reports and dividends, should be altered to an
address nominated by the Purchaser;
(vi) receiving from the Company, or any other party, and retaining any
Share certificates which were held by the Company, or any other
party;
(vii) 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 (or Shares represented by such holder's ADSs)
and resolutions relating to the Shares (or Shares represented by such
holder's ADSs) 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 (or the
Shares represented by such holder's ADSs) in the Purchaser; and
(viii) doing all things incidental and ancillary to any of the foregoing,
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 (or the Shares
represented by such holder's ADSs). Such appointment, being given for valuable
consideration to secure the interest acquired in such holder's Shares (or the
Shares represented by such holder's ADSs), when effective, will revoke all prior
proxies given by such holder with respect to the Shares or ADSs without further
action and no subsequent proxies will be given by such holder with respect to
such Shares (or the Shares represented by such holder's ADSs). Such appointment
is irrevocable, and terminates upon registration of a transfer to the Purchaser
of such holder's Shares (or the Shares represented by such holder's ADSs). 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 for payment
for such Shares or ADSs, the Purchaser must be able to exercise full voting
rights with respect to such Shares or ADSs.
2.5 Determination of Validity.
-------------------------
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tendered Securities pursuant to any
of the procedures described above will be determined by the Purchaser in the
reasonable exercise of its discretion, whose determination will be final and
binding on all parties. The Purchaser reserves the absolute right to reject any
or all tenders determined by it not to be in proper form or if the acceptance
for payment of, or payment for, the Securities, may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute
right, in its discretion, to waive any defect or irregularity in any tender with
respect to Securities of any particular holder, whether or not similar defects
or irregularities are waived in the case of other holders. No tender of
Securities will be deemed to have been validly made until all defects and
irregularities have been cured or waived.
The Purchaser's reasonable interpretation of the terms and conditions of
the Offer (including the Acceptance and Transfer Form, Letter of Transmittal and
the instructions thereto) will be final and binding. None of Parent, the
Purchaser, the Dealer Managers, the Financial Advisors, the U.S. Depositary, the
13
<PAGE>
Information Agent, the Registry, the Controlling Participant or any other person
will be under any duty to give notification of any defects or irregularities in
tenders or will incur any liability for failure to give any such notification.
3. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES AND ADSS.
3.1 Payment
-------
Upon the terms of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment), if the
conditions of the Offer are satisfied or are waived, then subject to the
Purchaser's right to withdraw the Offer with the consent of the ASC, the
Purchaser will pay for all Securities validly tendered prior to the Expiration
Date (and not properly withdrawn in accordance with Section 4) promptly, but in
any event not later than the earlier of:
(i) the third U.S. business day after the Expiration Date; and
(ii) thirty days after the later of:
(a) the date the Offer is accepted by tendering holders of
Securities; and
(b) the Condition Waiver Date.
Payment for Shares and ADSs accepted pursuant to the Offer will be made by
check (which, in relation to payments for certificated Shares tendered by
holders with a registered address in Australia or Shares held through CHESS will
be drawn on the Australian branch of an Australian bank) and be sent by pre-paid
ordinary mail or, in the case of holders with addresses outside of Australia or
the United States, by pre-paid airmail, to the address of the tendering holder
as shown in the relevant Acceptance and Transfer Form or maintained under the
SCH Business Rules, in the case of Shares, or the Letter of Transmittal, in the
case of ADSs (subject to any Special Payment Instructions or Special Delivery
Instructions included therein). UNDER NO CIRCUMSTANCES WILL INTEREST ON THE
PURCHASE PRICE FOR SECURITIES BE PAYABLE.
3.2 Currency Election
-----------------
The consideration payable under the Offer is U.S. dollars. However, all
tendering holders will have the right to elect to receive payment in Australian
dollars. Provision for and instructions in respect of such election are
contained in the Letter of Transmittal, in the case of a holder tendering ADSs,
and in the Acceptance and Transfer Form in the case of a holder tendering
Shares. In addition, holders of Shares through CHESS can also elect to receive
payment in Australian dollars by instructing their Controlling Participant to
make such an election. In the event a holder does not make such an election, a
holder tendering ADSs will receive United States dollars and a holder tendering
Shares will be deemed to have elected to receive Australian dollars. Conversion
of U.S. dollars into Australian dollars will be made on the following basis: the
cash amount payable in U.S. dollars to which such holder would otherwise be
entitled pursuant to the terms of the Offer will be converted, without charge,
from U.S. dollars to Australian dollars at the exchange rate obtainable by the
Registry, in the case of certificated Shares tendered by holders located outside
the United States or Shares held through CHESS, or the U.S. Depositary, in the
case of ADSs or certificated Shares tendered by holders located in the United
States, on the spot market in Sydney, in the case of the Registry, and in New
York, in the case of the U.S. Depositary, at approximately noon (Sydney or New
York time, as applicable) on the date cash consideration is made available by
the Purchaser to the Registry or the U.S. Depositary, as applicable, for
delivery in respect of the relevant Securities. A holder of Securities will
receive such amount on the basis set out above in respect of the whole of such
holder's holding of Shares or ADSs in respect of which such holder accepts the
Offer.
THE ACTUAL AMOUNT OF AUSTRALIAN DOLLARS RECEIVED WILL DEPEND UPON THE
EXCHANGE RATE PREVAILING ON THE BUSINESS DAY ON WHICH FUNDS ARE MADE
14
<PAGE>
AVAILABLE TO THE RELEVANT PAYMENT AGENT BY THE PURCHASER. HOLDERS OF SECURITIES
SHOULD BE AWARE THAT THE US 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 US DOLLAR/AUSTRALIAN DOLLAR EXCHANGE RATE ARE AT THE RISK OF TENDERING
HOLDERS OF SECURITIES 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.
3.3 Acceptance for Payment of Shares
--------------------------------
The Purchaser shall be taken to have accepted Shares for payment when this
Offer has been validly accepted in accordance with its terms or any defects in
the acceptance have been waived or cured and the Offer is or has become
unconditional in all respects.
3.4 Acceptance for Payment of ADSs
------------------------------
In all cases, payment for ADSs tendered and accepted for payment pursuant
to the Offer will be made only after receipt within the permitted time period by
the U.S. Depositary of (i) (A) the ADRs evidencing such ADSs or (B) confirmation
of a book-entry transfer (a "Book-Entry Confirmation") of such ADRs into a Book-
Entry Transfer Facility pursuant to the procedure set forth in Section 2, (ii)
(A) the Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, or (B) an Agent's Message in connection with a book-entry
transfer and (iii) any other documents required by the Letter of Transmittal.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, tendered ADSs if and when the Purchaser
gives oral or written notice to the U.S. Depositary of the Purchaser's
acceptance of such ADSs for payment. Payment for ADSs accepted pursuant to the
Offer will be made by deposit of the aggregate purchase price therefor with the
U.S. Depositary, which pursuant to the Letter of Transmittal will be appointed
and act as agent for tendering holders for the purpose of receiving payment from
the Purchaser and transmitting payment to such tendering holders. The
Purchaser's acceptance for payment of ADSs tendered pursuant to the Offer will
constitute a binding agreement between the tendering holder and the Purchaser
upon the terms and subject to the conditions of the Offer.
Upon the deposit of funds with the U.S. Depositary for the purpose of
making payments to tendering holders of ADSs, the Purchaser's obligation to make
such payment shall be satisfied and tendering holders must thereafter look
solely to the U.S. Depositary for payment of amounts owed to them by reason of
the acceptance for payment of ADSs pursuant to the Offer.
3.5 General
-------
The Purchaser will pay any stock transfer taxes (including stamp duty)
incident to the transfer to it of validly tendered Securities, except as
otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any
charges and expenses of the Dealer Managers, the Financial Advisors, the U.S.
Depositary, the Registry and the Information Agent.
If any tendered Securities are not accepted for payment for any reason
pursuant to the terms and conditions of the Offer or if Share certificates and
ADRs are submitted evidencing more Shares than are tendered, then, in the case
of certificated Shares and ADSs, Share certificates and ADRs evidencing
unpurchased or untendered Shares and ADSs will be returned, without expense to
the tendering holder (or, in the case of ADSs tendered by book-entry transfer
into the U.S. Depositary's account at a Book-Entry Transfer Facility pursuant to
the procedure set forth in Section 2, such ADSs will be credited to an account
maintained
15
<PAGE>
at such Book-Entry Transfer Facility), as promptly as practicable following the
expiration or termination of the Offer and, in the case of uncertificated
Shares, in accordance with the SCH Business Rules.
IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE
CONSIDERATION OFFERED TO HOLDERS OF SECURITIES PURSUANT TO THE OFFER, SUCH
CONSIDERATION WILL BE PAID TO ALL HOLDERS WHOSE SECURITIES ARE PURCHASED IN THE
OFFER (INCLUDING ANY SECURITIES WHICH HAVE BEEN TENDERED PREVIOUSLY AND PAID
FOR).
4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4,
tenders of Securities made pursuant to the Offer are irrevocable. Holders of
Securities will be able to withdraw their acceptances at any time prior to the
Expiration Date. The Offer will not be deemed to have been validly accepted in
respect of any Securities which have been withdrawn. However, the Offer may be
accepted again in respect of the withdrawn Securities by the holder re-tendering
those Securities by following one of the procedures described in Section 2 at
any time prior to the Expiration Date.
Holders who have validly tendered Shares or ADSs and been paid for those
Securities in accordance with Section 3, may withdraw those Securities by
providing to the Registry (in the case of a holder of certificated Shares
located outside the United States or holder of Shares through CHESS) or the U.S.
Depositary (in the case of holders of certificated Shares located in the United
States or ADSs), prior to the Expiration Date:
(i) a notice of withdrawal in respect of those Securities; and
(ii) cleared funds in an identical amount and in the same currency as the
funds that were paid to such holder by the Purchaser for the tendered
Securities to be withdrawn,
in which case the Purchaser will arrange for Shares or ADSs (as originally
tendered by the holder) to be returned to the holder.
All questions as to the form and validity (including, without limitation,
time of receipt) of notices of withdrawal will be determined by the Purchaser,
in the reasonable exercise of its discretion, the determination of which will be
final and binding. None of Parent, the Purchaser, the Dealer Managers, the
Financial Advisors, the U.S. Depositary, the Information Agent, the Registry,
the Controlling Participant or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
Withdrawal of Uncertificated Shares. Any withdrawal of Shares held through
a CHESS Holding must be made in accordance with Rule 16.5 of the SCH Business
Rules. Any holder of Shares held in CHESS who wishes to withdraw those shares
from the Offer in accordance with the foregoing must instruct their Controlling
Participant to initiate that withdrawal prior to the Expiration Date.
Withdrawal of Certificated Shares. For a withdrawal of certificated Shares
to be effective, a written or facsimile transmission notice of withdrawal must
be received by the Registry, in the case of holders located outside the United
States, or the U.S. Depositary, in the case of holders located in the United
States, prior to the Expiration Date at their respective addresses set forth on
the back cover of this Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the certificated Shares to be
withdrawn, the number of certificated Shares to be withdrawn and the name of the
registered holder, if different from that of the person who tendered the Shares
evidenced by such Share certificates. Withdrawals of certificated Shares may
not be rescinded.
Withdrawal of ADSs. For a withdrawal of ADSs to be effective, a written or
facsimile transmission notice of withdrawal must be received by the U.S.
Depositary prior to the Expiration Date at one of its addresses set forth on the
back cover of this Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the ADSs to be withdrawn, the number
of ADSs to be withdrawn and (if ADRs have been tendered) the name of the
registered holder, if different from that of the person who tendered the ADSs
evidenced by such ADRs. If ADRs evidencing ADSs to be withdrawn have been
delivered or
16
<PAGE>
otherwise identified to the U.S. Depositary, then prior to the physical release
of such ADRs, the serial numbers shown on the particular ADRs evidencing the
ADSs to be withdrawn must be submitted to the U.S. Depositary, and the
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution, unless interests in ADSs evidenced by ADRs have been tendered for
the account of an Eligible Institution. If interests in ADSs evidenced by ADRs
to be withdrawn have been tendered pursuant to the procedure for book-entry
transfer as set forth in Section 2, any notice of withdrawal must also specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn ADSs, in which case a notice of withdrawal will be
effective if delivered to the U.S. Depositary by any method of delivery
described in the first sentence of this paragraph. Withdrawals of ADSs may not
be rescinded.
5. CERTAIN TAX CONSEQUENCES.
5.1 Certain United States Federal Income Tax Consequences.
-----------------------------------------------------
The following is a summary of certain United States federal income tax
consequences of the Offer to holders of the Securities and is for general
information purposes only. This summary is based on the United States federal
income tax law now in effect, which is subject to change, possibly
retroactively. This summary does not discuss all aspects of United States
federal income taxation which may be important to particular holders in light of
their individual investment circumstances, such as holders who acquired their
Securities through the exercise of Options or otherwise as compensation, or to
holders subject to special tax rules (e.g. financial institutions, broker-
----
dealers, insurance companies, and tax-exempt organizations). In addition, this
summary does not address state, local or foreign tax consequences. This summary
assumes that holders hold their Securities as "capital assets" (generally,
property held for investment) under the Internal Revenue Code of 1986, as
amended (the "Code"). Holders of the Securities are urged to consult their tax
advisors regarding the specific United States federal, state, local, and foreign
income and other tax consequences of the Offer.
For purposes of this summary, a "U.S. holder" means a beneficial holder of
the Securities who, for United States federal income tax purposes, is (i) a
citizen or resident of the United States, (ii) a corporation, partnership, or
other entity created or organized in the United States or under the laws of the
United States or of any political subdivision thereof, (iii) an estate whose
income is includible in gross income for United States federal income tax
purposes regardless of its source, or (iv) a trust whose administration is
subject to the primary supervision of a United States court and which has one or
more United States fiduciaries who have the authority to control all substantial
decisions of the trust.
U.S. Holders
In general, a U.S. holder will recognize a capital gain or loss, upon the
receipt of payment in exchange for the Securities pursuant to the Offer, in an
amount equal to the difference between the amount realized and the holder's
adjusted tax basis in the Securities tendered. Any such gain will be treated as
income sourced in the United States and, although the matter is subject to
uncertainty, any such loss may be treated as foreign source loss for Federal
income tax purposes.
Under the recently enacted U.S. Taxpayer Relief Act of 1997, net capital
gain (i.e., generally, capital gain in excess of capital loss) recognized by an
----
individual holder from the disposition of Securities that have been held for
more than 18 months will generally be subject to tax at a rate not to exceed
20%. Net capital gain recognized by an individual holder from the disposition
of Securities that have been held for more than 12 months but for not more than
18 months will continue to be subject to tax at a rate not to exceed 28%, and
capital gain recognized from the disposition of Securities that have been held
for 12 months or less will continue to be subject to tax at ordinary income tax
rates. In addition, capital gain recognized by a corporate taxpayer will
continue to be subject to tax at the ordinary income tax rates applicable to
corporations.
U.S. holders who receive payments in Australian dollars for their Shares
pursuant to the Offer should consult their tax advisors regarding whether the
receipt of such payments would result in foreign exchange gain or loss for
United States federal income tax purposes.
17
<PAGE>
Non-U.S. Holders
A non-U.S. holder will generally not be subject to United States federal
income tax on gain recognized upon the exchange of the Securities for cash
pursuant to the Offer unless (i) the gain is effectively connected with the
conduct of a trade or business within the United States by the non-U.S. holder
or (ii) in the case of a non-U.S. holder who is a non-resident alien individual,
such holder is present in the United States for 183 days or more and has a "tax
home" (as defined in the Code) in the United States during the taxable year.
Information Reporting and Backup Withholding
Payments made to holders of the Securities pursuant to the Offer may be
subject to information reporting to the U.S. Internal Revenue Service and to
United States federal backup withholding tax at the rate of 31% on the gross
amount of such payments. Backup withholding will not apply to a holder who
furnishes a correct taxpayer identification number or a certificate of foreign
status and makes certain other required certification, or who is otherwise
exempt from backup withholding (e.g., a U.S. corporation). To avoid information
----
reporting and backup withholding, holders of the Securities may provide the U.S.
Depositary or the Registry, as the case may be, with a properly executed
Substitute Form W-9 ("Request for Taxpayer Identification Number and
Certification"), in the case of a U.S. holder, or a properly executed Substitute
Form W-8 ("Certificate of Foreign Status"), in the case of a non-U.S. holder.
These forms are included in the Letter of Transmittal and the Acceptance and
Transfer Form for your convenience. If a tendering holder fails to provide a
properly completed Substitute Form W-8 or W-9 the Purchaser will withhold tax
from payments made to such holder unless it is otherwise satisfied that such
holder is an exempt foreign person. See Instruction 11 of the Letter of
Transmittal or Instruction Part III of the Acceptance and Transfer Form.
5.2 Certain Australian Tax Consequences.
-----------------------------------
Shares Exchanged by Australian Residents
In general, an Australian resident holder of Shares who, pursuant to the
Offer, exchanges those Shares for cash will be taxed in Australia on any profit
arising from that exchange where the Shares were originally purchased in the
course of carrying on a business and with the intent of profit-making by sale.
Alternatively, where the Australian resident holder of Shares did not
acquire them in those circumstances (e.g., they were purchased as part of a long
term investment in order to derive future dividend income), any gain on disposal
of those Shares will be taxed under Australia's capital gains tax rules (unless
the Shares were acquired prior to 20 September 1985, in which case the gain may
be tax free).
Broadly, if the capital gains tax rules apply, the exchange will result in
a taxable capital gain to the holder if the cash consideration received for the
Shares exceeds the Shares' cost base (i.e., broadly, the Shares' acquisition
cost, in addition to incidental costs associated with acquisition or disposal),
indexed for inflation where the Shares have been held for greater than 12
months. In calculating the taxable capital gain, if any, all amounts (eg
consideration and cost base) are to be expressed in Australian dollars.
Options Exercised by Australian Residents
In general, an Australian resident holder of Options who, pursuant to the
Offer and, in particular, via the mechanism contained in Section 2, exercises
those Options and exchanges newly acquired Shares for cash, will be taxed in
Australia on any profit arising from this transaction where the Options were
originally acquired in the course of carrying on a business and with the intent
of profit-making by sale of the shares.
Alternatively, where the Australian resident holder of Options did not
acquire them in those circumstances (e.g., they were acquired as an investment),
any gain arising from this transaction will be taxed under Australia's capital
gains tax rules (unless the Options were acquired prior to 20 September 1985, in
which case the gain may be tax free).
18
<PAGE>
Broadly, the transaction will result in a taxable capital gain to the
holder if the consideration receivable in respect of the Shares exceeds the sum
of the Option's exercise price, any cost of acquiring the Option and incidental
costs associated with acquisition or exercise and disposal), indexed for
inflation where the Options had been held for greater than 12 months. Special
rules may, however, be applicable to Options issued by the Company to its
employees.
In calculating the taxable capital gain, if any, all amounts (e.g.
consideration and cost base) are to be expressed in Australian dollars.
Foreign Exchange Gains
In general, foreign exchange gains or losses derived or incurred by
Australian resident holders as a result of foreign exchange movements arising in
the interim period between the later of:
(i) the time the holder elects to accept the Offer; and
(ii) the time at which the condition set forth in Section 14(c) is
satisfied,
and the time funds are made available to the holder, will be either capital
gains or losses or assessable income or allowable deductions, depending upon
whether the exchange of Shares was a capital investment transaction or took
place in the course of carrying on a business.
Australian Tax Consequences for Non-resident Holders
Non-resident holders of Shares will generally be subject to tax in
Australia on gains resulting from the disposal of Shares pursuant to acceptance
of the Offer only if:
(i) the gain is derived in the course of carrying on a business and
results from activities by or on behalf of the holder in Australia,
(unless the holder is entitled to the benefit of a double tax treaty
and meets the requirements of that treaty for exemption from
Australian tax); or
(ii) the holder, either alone or in combination with its associates, has at
any time within the five years preceding the disposal, held a
beneficial interest in 10% or more of the issued share capital of the
Company.
THE ABOVE DISCUSSION IS A GENERAL SUMMARY ONLY OF CERTAIN AUSTRALIAN TAX
CONSEQUENCES OF ACCEPTANCE OF THE OFFER AND MAY NOT APPLY TO CERTAIN CLASSES OF
SECURITY HOLDERS SUBJECT TO SPECIAL TAX RULES, INCLUDING BUT NOT LIMITED TO
EMPLOYEES OF THE COMPANY, BANKS, INSURANCE COMPANIES OR DEALERS OR TRADERS IN
SHARES, SECURITIES OR FINANCIAL INSTRUMENTS. SUCH HOLDERS OF SECURITIES ARE
URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES
OF THE OFFER.
19
<PAGE>
6. PRICE RANGE OF SHARES; DIVIDENDS; EXCHANGE RATE. The ADSs trade on the
New York Stock Exchange ("NYSE") and the Shares trade on the Australian Stock
Exchange Limited ("ASX") under the symbol MET. The Shares began trading on
March 30, 1984 on the ASX and the ADSs began trading on the NYSE on September
23, 1997. Prior to September 23, 1997, the ADS's traded on the Nasdaq National
Market ("NNM"), where they commenced trading under the symbol MMTCY on December
3, 1992. The following table sets forth, for the quarters indicated, the high
and low closing sales prices per ADS on the NNM and the NYSE each as reported by
Bloomberg Financial Markets and per Share on the ASX as reported by Bloomberg
Financial Markets.
<TABLE>
<CAPTION>
U.S.
MARKET ASX MARKET
PRICE/(1)/ PRICE/(2)/
---------- ----------- CASH
----------- ----- ----------- ----- DIVIDEND
HIGH LOW HIGH LOW PAID /(3)/
----------- ----- ----------- ----- -----------
US$ US$ A$ A$ A$
<S> <C> <C> <C> <C> <C>
FISCAL YEAR ENDED JUNE 30, 1996
First Quarter.................................... 19.25 15.50 25.82 21.05 -
Second Quarter................................... 18.00 15.88 24.50 21.00 0.10
Third Quarter.................................... 26.88 17.00 34.00 22.10 -
Fourth Quarter................................... 40.88 26.88 51.50 33.20 -
FISCAL YEAR ENDED JUNE 30, 1997
First Quarter.................................... 35.38 27.25 44.75 34.00 -
Second Quarter................................... 34.75 26.75 43.00 33.00 0.10
Third Quarter.................................... 31.25 19.25 40.50 24.44 -
Fourth Quarter................................... 27.00 20.88 35.75 27.50 -
FISCAL YEAR ENDED JUNE 30, 1998 30.75 19.56 42.00 26.50 -
First Quarter (through September 16, 1997)...
</TABLE>
(1) U.S. Market Price is price per ADS on the NNM through September 22, 1997
and the price per ADS on the NYSE from September 23, 1997.
(2) A one-for-ten reverse split of ordinary shares became effective on March
29, 1996. These prices have been adjusted for the reverse split.
(3) The Company has announced that it has declared a dividend of A$0.10 per
Share payable on November 21, 1997 to holders of record on November 7,
1997.
On September 17, 1997, the last full trading day prior to the date of
public announcement by Parent that it would make the Offer, the last reported
sales price of the ADSs on the NNM was US$24.625 per ADS and the last reported
sales price of Shares on the ASX was A$32.90 per Share. On October ., 1997, the
last full trading day prior to the date of this Offer to Purchase, the last
reported sales price of the ADSs on the NYSE was US$. per ADS and the last
reported sales price of the Shares on the ASX was A$. per Share. HOLDERS ARE
URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES AND ADSs.
On September 17, 1997 the noon buying rate in New York City for cable
transfers in Australian dollars as certified by the U.S. Federal Reserve Bank of
New York was US$0.7163 = A$1.00. Holders are urged to obtain a current market
quotation for the US dollar Australia dollar exchange rate.
20
<PAGE>
7. CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning
the Company contained in this Offer to Purchase, including financial
information, has been taken from or is based upon publicly available documents
and records on file with the SEC, the ASC and the ASX and other public sources.
Neither Parent, the Purchaser, the Dealer Managers, the Financial Advisors or
any other person connected with this Offer assumes any responsibility for the
accuracy or completeness of the information concerning the Company contained in
such documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of any such
information but which are unknown to Parent, the Purchaser, the Dealer Managers,
the Financial Advisors or any other such person.
The Company is a corporation incorporated under the laws of the State of
New South Wales, Australia and its principal executive offices are located at
Level 7, 5 Elizabeth Street, Sydney, New South Wales, 2000, Australia.
According to the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, filed with the SEC the Company designs, engineers, manufactures
and markets an extensive range of filtration products and systems worldwide,
focusing on two principal areas of the filtration market, industrial filtration
and water filtration.
Set forth below is a summary of certain consolidated financial information
with respect to the Company, excerpted or derived from the audited financial
information of the Company contained in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996 and unaudited financial information
contained in the Company's Report to Shareholders for Quarter 4, 1997 (i.e., the
quarter ending on June 30, 1997). According to those reports, such financial
information has been prepared in accordance with U.S. Generally Accepted
Accounting Principles. Certain information relating to the Company since June
30, 1996 is summarized in the Part A Statement and annexed thereto. More
comprehensive financial information is included in reports and other documents
filed with the SEC, the ASC and the ASX. The following summary is not complete
and reference is made to such reports and other documents, including the
financial information and related notes contained therein. Such reports and
other documents may be inspected and copies may be obtained from the offices of
the SEC, the ASC, the ASX or the NYSE in the manner set forth below.
MEMTEC LIMITED
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------------------
1994 1995 1996 1997
---- ---- ---- ----
(UNAUDITED)
---------
<S> <C> <C> <C> <C>
OPERATING INFORMATION:
Net Revenues................................. US$115,085 US$145,029 US$174,506 US$243,616
Operating Profit............................. 3,738 6,858 10,592 13,599
Net Income................................... 1,405 3,035 11,071 7,496
Earnings per ordinary share /(1)/............ US$0.19 US$0.39 US$1.18 US$0.73
Weighted average shares outstanding /(1)/.... 7,349 7,789 9,384 N/A
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------
1995 1996 1997
---- --- ----
(UNAUDITED)
-----------
<S> <C> <C> <C>
BALANCE SHEET INFORMATION:
Cash, cash equivalents and short-term
investments.......................... US$4,320 US$28,067 N/A
Working capital....................... 33,425 79,432 70,794
Total assets.......................... 182,239 299,792 310,617
Stockholders' equity.................. 126,288 171,536 169,274
</TABLE>
_____________
(1) Per share and share data adjusted to give retroactive effect to one-for-ten
reverse share split effective March 29, 1996.
N/A = Not available
The Company is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the SEC
relating to its business, financial condition and other matters. These reports
and other information should be available for inspection at the public reference
facilities of the SEC located in Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and also should be available for inspection and copying
at prescribed rates at the following regional offices of the SEC: Seven World
Trade Center, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of this material may also
be obtained by mail, upon payment of the SEC's customary fees, from the SEC's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. Reports and
other information concerning the Company should also be available for inspection
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
As a publicly listed company in Australia, the Company is subject to
regulation by the ASC and the ASX. The public can obtain information held by the
ASC about the Company by application to ASC business centers located in the
capital cities in Australia. Members of the public are entitled to obtain copies
of most documents lodged with the ASC. The ASC also maintains a comprehensive
on-line computer database and a more limited World Wide Web site. The public can
also access information held by the ASX about any public company on application
to any of the ASX business centers located in the capital cities in Australia.
All of the information with respect to the Company and its affiliates set
forth in this Offer to Purchase has been derived from publicly available
information.
8. CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT .
The Purchaser. Purchaser was formed for the purpose of acquiring Shares and
ADSs. It is incorporated in Delaware, and is a wholly-owned subsidiary of
Parent. It has issued share capital of US$1,000, consisting of 1,000 fully paid
shares of common stock, par value US$1.00 per share, issued at US$1.00 each.
Apart from making the Offer, Purchaser has not carried on any other
activity. Apart from making the Offer, holding the Shares and ADSs acquired
under the Offer and other transactions contemplated by the Offer, it is not
expected that Purchaser will before the expiration of the Offer engage in any
activities. Due to the fact that the Purchaser is newly formed and has minimal
assets and capitalization, no meaningful financial information regarding the
Purchaser is available. The principal executive offices of the Purchaser are
located at 40-004 Cook Street, Palm Desert, California, 92211.
22
<PAGE>
Parent. Parent is a Delaware corporation, the securities of which are
traded on the New York Stock Exchange. The principal executive offices of the
Parent are located at 40-004 Cook Street, Palm Desert, California, 92211. As at
September 12, 1997, the market capitalization of Parent was approximately US$3
billion.
As at March 31, 1997, Parent and its subsidiaries had:
(i) total assets of US$2,228 million on a consolidated basis; and
(ii) net assets of US$1,029 million on a consolidated basis.
The principal activities of the group of which Parent is the holding
company (the "Parent Group") are summarized below.
The Parent Group is a global provider of industrial and municipal water and
wastewater treatment systems, products and services, with an installed base of
systems that Parent believes is one of the world's largest. The Parent Group is
also a provider of service deionization ("SDI") and outsourced water services,
including the operation of water and wastewater treatment systems at customer
sites. The Parent Group is actively involved in the development of
privatization initiatives for municipal wastewater treatment facilities,
principally in the United States of America, Mexico and Canada. The Parent
Group sells equipment and provides services to its customers through more than
450 locations around the world. The Parent Group also markets a line of water
distribution, sewer and stormwater equipment and related supplies through a
network of over 110 service centers in the United States of America. In
addition, the Parent Group sells, installs and services a wide range of water
treatment and water-related products and services for the residential and
consumer markets.
For the fiscal year ended 31 March 1997, the Parent Group had consolidated
revenue of US$1,377 million and net income of US$46.2 million. (Except as
otherwise indicated herein, financial information presented herein is based upon
U.S. Generally Accepted Accounting Principles).
In Australasia, the Parent Group operates through U.S Filter (Australia)
Pty Limited ("U.S. Filter Australia"), formerly known as the Permutit Company,
which in turn, has three operating subsidiaries: Johnson Filtration Systems
(Australia) Pty Limited, Wallace & Tiernan Pacific Pty Limited and U.S. Filter
(New Zealand) Pty Limited.
U.S. Filter Australia markets a range of Parent's industrial and consumer
products and services within Australia, including:
. the design, manufacture, supply, installation, commission and service of
water and wastewater treatment plants and equipment to municipal and
industrial customers;
. the design, manufacture and supply of a wire screen product ("V-Wire")
from Johnson Filtration Systems (Australia) Pty Limited's manufacturing
facility in Brisbane; and
. the manufacture and supply of chemical metering equipment through Wallace
& Tiernan Pacific Pty Limited.
Additionally, the managing director of U.S. Filter Australia is vested with
management responsibility for the Asia Pacific region, comprising (in addition
to Australia), the Pacific Islands and the Philippines.
Set forth below is a summary of certain consolidated financial data with
respect to Parent, excerpted or derived from audited financial statements
presented in Parent's Annual Report on Form 10-K for the fiscal year ended March
31, 1997 and from the unaudited financial statements contained in Parent's
Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 1996 and
1997, in each case filed by Parent with the SEC. More comprehensive financial
information is included in such reports and other documents filed by Parent with
the SEC. The financial information set forth below is a summary only and is not
complete and
23
<PAGE>
reference is made to such reports and other documents, financial information and
related notes contained therein which have been filed with the SEC. Such
reports and other documents may be inspected and copies may be obtained from the
SEC in the manner set forth above. In addition, the Parent is required to file
electronic versions of these documents with the SEC through the SEC's Electronic
Data Gathering, Analysis, and Retrieval (EDGAR) system. The SEC maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC.
UNITED STATES FILTER CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED MARCH 31/(1)/ JUNE 30,
------------------------------------- ------------------
1995/(2)/ 1996/(3)/ 1997/(4)/ 1996 1997
-------- --------- --------- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING INFORMATION:
Revenues......................... US$600,832 US$812,322 US$1,376,601 US$222,958 US$598,234
Operating income (loss).......... 28,047 45,382 82,913 14,671 38,456
Net income (loss)................ 15,267 21,967 46,197 7,694 20,726
Net income US$0.49 US$0.49 US$0.77 US$0.15 US$0.26
(loss) per Share /(5)/..........
Weighted average number of
common shares outstanding........ 29,763 43,688 60,324 51,480 80,653
</TABLE>
<TABLE>
<CAPTION>
AT MARCH 31, AT JUNE 30,
------------------------------- -----------------
1995 1996 1997 1996 1997
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Working capital.................. US$126,417 US$138,652 US$471,597 US114,712 US$478,673
Total assets..................... 508,083 904,337 2,228,328 815,787 2,439,861
Notes payable and long term debt 61,916 60,736 31,968 51,816 49,382
including current portion.......
Convertible subordinated debt.... 105,000 200,000 554,000 199,975 554,000
Total stockholders' 177,085 379,611 1,028,850 356,336 1,181,744
equity (deficit)................
</TABLE>
____________________
(1) The historical consolidated financial data for the fiscal years ended March
31, 1993 through March 31, 1996 have been restated to include the accounts
and operations of Zimpro Environmental, Inc. ("Zimpro"), Davis Water and
Waste Industries, Inc. ("Davis") and Sidener Supply Company, which were
merged with Parent in May 1996, August 1996 and March 1997, respectively,
and accounted for as poolings of interests.
24
<PAGE>
(2) The fiscal year ended March 31, 1995 includes the results of operations of
Smogless S.p.A., Crouzat S.A., Sation S.A., Seral Erich Alhauser GmbH and
the Cereflo ceramic product line from the dates of their respective
acquisitions, accounted for as purchases.
(3) The fiscal year ended March 31, 1996 includes the results of operations of
The Permutit Company Limited and The Permutit Company Pty Ltd., Interlake
Water Systems, Arrowhead Industrial Water Inc. and Polymetrics Inc. from
the dates of their respective acquisitions, accounted for as purchases.
See Note 9 of Notes to Consolidated Financial Statements, included in the
Parent's Annual Report on Form 10-K for the fiscal year ended March 31,
1997. Selling, general and administrative expenses for the year ended
March 31, 1996 includes charges totalling US$3.2 million related to the
write-down of certain patents and equipment of Zimpro.
(4) The fiscal year ended March 31, 1997 includes the results of operations of
The Utility Supply Group, Inc., WaterPro Supplies Corporation, Water
Systems and Manufacturing Group, and the Process Equipment Division of
United Utilities Plc from the dates of their respective acquisitions,
accounted for as purchases. (See Note 9 of Notes to Consolidated Financial
Statements included in the Parent's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997.) The year ended March 31, 1997 also
includes merger expenses of US$5.6 million, related to the acquisition of
Davis, which was accounted for as a pooling of interests.
(5) Net income (loss) per common share amounts are after (i) dividends on the
Series A Preferred Stock of US$.7 million for the fiscal year ended March
31, 1993, US$.7 million for the fiscal year ended March 31, 1994, US$.7
million for the fiscal year ended March 1995 and US$.5 million for the
fiscal year ended March 31, 1996 and (ii) accretion on the Series A
Preferred Stock, a non-cash accounting adjustment required by Securities
and Exchange Commission Staff Accounting Bulletin No. 68 ("SAB 68"), in the
amount of $.6 million for the fiscal year ended March 31, 1993. As of
April 1, 1993 Parent and the holder of the Series A Preferred Stock agreed
to a fixed dividend of US$.7 million per year on the Series A Preferred
Stock eliminating the increasing rate and, therefore, the accretion of
dividends pursuant to SAB 68. The Series A Preferred Stock was converted
into shares of Common Stock in March 1996.
Parent is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the SEC
relating to its business, financial condition and other matters. Information,
as of particular dates, concerning Parent's directors and officers, their
remuneration, stock options granted to them, the principal holders of Parent's
securities, any material interests of such persons in transactions with Parent
and other matters is required to be disclosed in proxy statements distributed to
Parent's stockholders and filed with the SEC. These reports, proxy statements
and other information should be available for inspection and copies may be
obtained in the same manner as set forth for the Company in Section 7. The
Parent's securities are listed on the New York Stock Exchange, and reports,
proxy statements and other information concerning the Purchaser should also be
available for inspection at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.
The name, citizenship, business address, principal occupation or employment
and five-year employment history for each of the directors and executive
officers of the Purchaser and Parent are set forth in Schedule A hereto.
Schedule B hereto sets forth transactions in the Securities effected during
the past four months by Parent and its affiliates. Schedule C hereto sets
forth transactions in the Securities effected during the past four months by
certain persons listed in Schedule A. Except as set forth in this Offer to
Purchase and Schedules B and C hereto, none of the Purchaser, Parent or, to the
best knowledge of the Purchaser or Parent, any of the persons listed in Schedule
A hereto or any associate or majority-owned subsidiary of such persons
beneficially owns any equity security of the Company, and none of the Purchaser
or Parent or, to the best knowledge of the Purchaser or Parent, any of the other
persons referred to above, or any of the respective directors, executive
officers or subsidiaries of any of the foregoing has effected any transaction in
any equity security of the Company during the past four months.
Except as set forth in this Offer to Purchase and Schedules B and C, none
of the Purchaser or Parent or, to the best knowledge of the Purchaser or Parent,
any of the persons listed in Schedule A hereto has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, without limitation, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any securities of the Company, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies. Except as set forth in this Offer to Purchase, none of
the Purchaser or Parent or, to the best knowledge of the Purchaser or Parent,
any of the persons listed in Schedule A hereto has had any transactions with the
Company or any of its
25
<PAGE>
executive officers, directors or affiliates that would require reporting under
the rules of the SEC or the Corporations Law.
Except as set forth in this Offer to Purchase, there have been no contacts,
negotiations or transactions between, on the one hand, the Purchaser or Parent,
or their respective subsidiaries, or, to the best knowledge of the Purchaser or
Parent, any of the persons listed in Schedule A hereto, and on the other hand,
the Company or its executive officers, directors or affiliates, concerning a
merger, consolidation or acquisition, tender offer or other acquisition of
securities, election of directors or a sale or other transfer of a material
amount of assets.
9. SOURCE AND AMOUNT OF FUNDS.
The consideration for the acquisition of the Shares and ADSs to which the
Offers relate will be satisfied wholly by payment of cash.
The maximum amount payable by the Purchaser under the Offer for the Shares
and ADSs to which it is not entitled will be approximately US$315 million if:
(i) all the holders of Shares accept the Offers in respect of all Shares
(other than those represented by ADSs for which the Offer is
accepted);
(ii) all the holders of ADSs accept the Offers in respect of all ADSs
(other than those representing Shares for which the Offer is
accepted);
(iii) all the holders of Options exercise their options and accept the
Offers in respect of all Shares issued upon that exercise; and
(iv) except the Shares issued upon the exercise of the Options, no other
Shares are issued before the Expiration Date.
Purchaser will obtain such amount by borrowing the amount required from
Parent. Parent has undertaken to Purchaser to lend Purchaser the amount
required to fund the acquisition. There are no conditions precedent to Parent's
obligation to lend Purchaser the amount required to fund the acquisition.
Parent will obtain the amount required from its credit facilities. Parent
has received a commitment from BankBoston N.A. ("Commitment Letter") to arrange
the provision of credit facilities of up to US$750 million (the "Credit
Facilities") to refinance existing debt and for working capital and other
general corporate purposes, including acquisitions. BankBoston N.A. has agreed
to underwrite US$500 million of the Credit Facility and any remaining portion
will be syndicated. The Credit Facilities will permit Parent to make loans to
Purchaser for the purpose of paying the consideration payable under the Offer.
The Commitment Letter is subject to customary and usual conditions precedent
including:
(1) the preparation, execution and delivery of formal documentation
satisfactory to the parties;
(2) there being:
(A) no material misstatements in or omissions from the materials
previously furnished to the agent for the syndicate of financial
institutions for its review;
(B) no material adverse change in the business, operations, property,
condition (financial or otherwise), income or prospects of the
Parent since the date of the financial information previously
delivered to the agent; and
(C) no material adverse change in the U.S. senior loan syndication
market and no material changes in governmental regulation or
policy affecting the agent for the syndicate of financial
institutions or the financial institutions themselves or Parent
prior to the closing of the financing.
26
<PAGE>
The amounts available under the Credit Facilities described above will
exceed the maximum amount payable under the Offers of approximately US$315
million. Parent has undertaken to Purchaser that the funds available to it
under the Credit Facilities, and which it will lend to Purchaser, will be
sufficient to satisfy that maximum amount.
Because the Offer is made in US dollars, there is no need to engage in, and
neither Purchaser nor Parent has engaged in, hedging activities to account for
exchange rate fluctuations in connection with the Offer.
The Credit Facilities are comprised of: (1) a five year US$600,000,000
multicurrency revolving credit facility with a maturity of five years from the
Closing Date; and (2) a 364-day US$150,000,000 revolving credit facility (the
"364-day Facility"). The 364-day Facility may be extended for an additional 364
days upon request by Parent and approval of all the lenders. On maturity, the
364-day Facility converts into a four year term loan, with any amounts
outstandings amortizing equally over the four year term-out period.
The Credit Facilities interest rates for borrowings will be based upon, at
Parent's option, the BankBoston Alternate Base Rate or at a Eurodollar rate plus
a specified margin, ranging between 20 and 80 basis points per annum depending
on Standard & Poor's rating of Parent's long-term senior unsecured debt. A
facility fee of between 7.5 to 25 basis points per annum (depending on such
rating) is payable on the total commitment, regardless of usage.
While the Credit Facilities will be unsecured, Parent will grant the
lenders a negative pledge on all the assets of Parent and its subsidiaries,
subject to carve-outs for specified secured financings. The Credit Facilities
will include financial covenants, including a leverage ratio, an interest
coverage ratio, and a total debt to capital ratio. Other covenants include a
limitation an other senior debt, a limitation on dividends and certain
restricted payments, a limitation on acquisitions, disposals, investments and
certain other transactions and a change of control provision. The Parent
anticipates that some or all of these restrictions will apply to subsidiaries of
the Parent, including the Company if it becomes a subsidiary of Parent. The
Credit Facilities will include representations and warranties, covenants, events
of default and other terms customary to financings of that type. The Credit
Facilities will also prohibit agreements restricting dividends from a subsidiary
to Parent, subject to carve-outs to be determined. If the Company becomes a
subsidiary of Parent, unless Parent negotiates such a carve-out with respect to
the Company, Parent may be required to renegotiate or refinance some or all of
the Company's existing indebtedness to the extent it restricts dividends.
Parent currently plans to repay borrowings under the Credit Facilities out
of operating cash flow and future financings, although Parent has no current
specific plan with respect thereto. Such decisions when made will be based on
Parent's review from time to time of the advisability of particular actions, as
well as on prevailing interest rates and financial and other economic
conditions. This description of the Commitment Letter is a summary only and is
not intended to be a complete description of the all of the terms thereof.
Reference is made to the full text thereof, a copy of which will be filed as an
exhibit to the Tender Offer Statement on Schedule 14D-1 to be filed by the
Parent and the Purchaser with the SEC in connection with the Offer.
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
Parent routinely pursues acquisitions that complement its technologies,
products and services, broaden its customer base and expand its global
distribution network. On January 27, 1997, Salomon made a presentation to
Parent regarding the Company as a possible acquisition opportunity. In February
1997, after evaluating the proposal and investigating various transaction
structures, Parent determined not to further pursue any acquisition transaction
relating to the Company and consequently did not retain Salomon.
On June 23, 1997, Merrill Lynch made a presentation to Parent in a
conference call regarding a number of possible acquisition opportunities for
Parent, including the Company. At that presentation, the Company advised
Merrill Lynch that it had determined not to pursue an acquisition of the
Company.
On August 20, 1997, Merrill Lynch & Co. made a presentation to the Parent
regarding several possible acquisition opportunities, including the Company.
Following that presentation, Parent again began to evaluate
27
<PAGE>
an acquisition of the Company. As of August 25, 1997, Parent retained Merrill
Lynch as its financial advisor in connection therewith. As of August 28, 1997,
Parent retained Salomon as a financial advisor. On September 17, 1997 Parent
announced its intention to make the Offer.
11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY.
11.1 Intention to Compulsorily Acquire
---------------------------------
It is Purchaser's present intention that, if following the close of the
Offer, Purchaser becomes entitled to compulsorily acquire the Shares (including
Shares represented by ADSs), Purchaser will proceed to compulsorily acquire
those Shares.
Additionally, Purchaser will be seeking relief from the ASC after the close
of the Offer period pursuant to the ASC's Policy Statement 126 to permit
compulsory acquisition at a later date of Shares issued following exercise by
employees of their Options, assuming the conditions necessary for compulsory
acquisition are satisfied under the Offer.
11.2 Intentions if Purchaser acquires 100% of Shares
-----------------------------------------------
If under the Offer and the operation of the compulsory acquisition
provisions of the Corporations Law, the Purchaser obtains ownership of all the
issued Shares (including those Shares represented by ADSs), Purchaser presently
intends to do the following:
(a) Purchaser will in the ordinary course of its management, review the
activities, assets and labor force of the Company to evaluate
performance, profitability and prospects in the light of the
information when available to it. This operational review will focus
on identifying opportunities to improve productivity and
competitiveness.
(b) Subject to the operational review referred to in paragraph (a),
Purchaser presently intends to:
(i) continue the business of the Company;
(ii) remove all of the Board of Directors of the Company and seek the
appointment of nominees of Purchaser;
(iii) continue to operate the existing Company businesses and
integrate them into the Parent Group;
(iv) achieve synergies by the elimination of any duplication arising
as a result of the acquisition of the Company in areas such as
head office functions;
(v) combine Parent group's and the Company's technical and
managerial skills and resources for the benefit of their
combined businesses;
(vi) review the capital funding requirements of the Company with a
view to utilizing the larger balance sheet of the Parent Group
and more favorable financing terms which Purchaser expects would
be available to the Parent Group;
(vii) have the Company removed from official listing on the ASX and
the NYSE; and
(viii) terminate the registration of the Shares and ADSs under the
Exchange Act.
(c) If the steps referred to in paragraph (b) are implemented, some head
office employees of the Company may be redundant, particularly as a
result of achieving synergies by the elimination of any duplication in
respect of certain public company reporting functions.
28
<PAGE>
Apart form the matters listed above, Purchaser does not presently intend to
make other changes to the Company, the Company's business (including
deployment of fixed assets) or the Company's employees.
11.3 Intentions if Purchaser acquires less than 100% of Shares
---------------------------------------------------------
If at the close of the Offer, the Purchaser and its affiliates are entitled
to more than 50 per cent but not all of the issued Shares (including those
Shares represented by ADSs) on a fully diluted basis, Purchaser presently
intends to do the following, subject to the Company's Articles of Association
and applicable laws and regulations:
(a) conduct a review of the kind detailed in clause 11.2(a), above;
(b) subject to that review, attempt to procure that the Board of Directors
of the Company:
(i) seeks the appointment of nominees of Purchaser to the Board of
Directors of the Company in such a proportion as at least
equates to Purchaser's shareholding interest in the Company;
(ii) continues to operate the businesses of the Company and not make
any major changes to the businesses of the Company or make any
redeployment of the fixed assets of the Company;
(iii) co-ordinate the Parent Group's and the Company's technical and
managerial resources for the benefit of their combined
businesses, the provision of such resources by one to the other
will be on arm's length terms;
(iv) when and to the extent permitted by the ASX and the NYSE (as the
case may be), seek to have the Company removed from official
quotation on the ASX and the NYSE; and
(v) when and to the extent permitted by the Exchange Act, seek to
terminate the registration of the Shares and ADSs under the
Exchange Act.
(c) If the steps referred to in paragraph (b) are implemented, some head
office employees of the Company may be redundant, particularly as a
result of achieving synergies by the elimination of the duplication in
respect of certain head office functions. However, it is likely that
there will be fewer redundancies than if the Company becomes a wholly-
owned subsidiary of Purchaser since it will not be possible to
eliminate to the same extent duplication in relation to, for example,
certain public company reporting functions.
Apart from the matters listed above, Purchaser does not presently intend to
make other changes to the Company, the Company's business (including deployment
of fixed assets) or the Company employees.
The intentions of Purchaser referred to in clauses 11.2 and 11.3 have been
formed with reference to publicly available information but without the benefit
of any detailed review of the Company's businesses. In particular, the
Purchaser has not had access to all of the instruments and agreements under
which the Company has financed its operations or engaged in business ventures
with other parties. For example, Purchaser has not had access to all the terms
of the Company's debt finance programs. It may be that one of the consequences
of the Offer being successful is that the Company is in default or cross default
of those instruments and agreements, or that rights are brought into existence
allowing other parties to make claims against the Company. Furthermore, if the
Offer is successful, those programs may entitle another party immediately to
demand or accelerate payment of the debt.
Following the implementation of the operational review described in clause
11.2(a) or 11.3(a), it will be a matter for the Board of Directors of the
Company to determine the extent to which the steps referred to
29
<PAGE>
in clauses 11.2 and 11.3 are to be implemented (if at all). The Board of
Directors of the Company may only implement the steps in accordance with all
applicable, legal, regulatory, SEC, ASC, ASX and NYSE requirements and their
fiduciary and statutory obligations generally.
Except as indicated in this Offer to Purchase, neither Parent nor the
Purchaser has any present plans or proposals which relate to or would result in
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, any material change in the Company's capitalization or dividend
policy, or any other material change in the Company's corporate structure or
business, or the composition of the board or management.
"Going Private" Transactions. The SEC has adopted Rule 13e-3 under the
Exchange Act which is applicable to certain "going-private" transactions and
which may be applicable as a consequence of the Offer. Rule 13e-3 may apply if
the Purchaser acquires less than 90% of the outstanding Securities in the Offer
(and consequently is unable to compulsorily acquire all of the Securities in
accordance with the Corporations Law), and the Purchaser subsequently enters
into certain business combinations with the Company or makes certain
acquisitions of Securities. Rule 13e-3 would be inapplicable if the Shares and
ADSs were deregistered under the Exchange Act prior to any such business
combination or acquisition of Securities. If applicable, Rule 13e-3 would
require, among other things, that certain financial information concerning the
Company and certain information relating to the fairness of the consideration
offered to minority shareholders be filed with the SEC and distributed to
minority shareholders before the consummation of any such transaction.
The purchase of a substantial number of Securities pursuant to the Offer
may result in the termination, upon application of the Company to the SEC, of
the Company's registration under the Exchange Act. See Section 13 "Effect of
the Offer on the Market for Securities; New York Stock Exchange and Australian
Stock Exchange Quotation and Exchange Act Registration". If such registration
were terminated, Rule 13e-3 would be inapplicable to any such business
combination or acquisition of Securities.
12. DIVIDENDS AND DISTRIBUTIONS. If, on or after September 17, 1997, the
Company should split, combine or otherwise change the Shares, the ADSs or its
capitalization, or shall disclose that it has taken any such action, then,
subject to the provisions of Section 14, the Purchaser may make such adjustments
to reflect such split, combination or other change in the Offer Price and the
other terms of the Offer (including, without limitation, the number and type of
securities offered to be purchased, the amounts payable therefor and the fees
payable hereunder) provided that the Purchaser has obtained the prior consent of
the ASC to a variation of the Offer in such a manner.
If, on or after September 17, 1997, the Company should declare or pay any
cash or stock dividend (other than the cash dividend of not more than A$0.10 per
Share payable to holders of record on November 7, 1997) or other distribution on
or issue any rights with respect to the Securities payable or distributable to
shareholders of record on a date before the transfer to the name of the
Purchaser or its nominee or transferee on the Company's share transfer records
of the Securities accepted for payment pursuant to the Offer, then subject to
the provisions of Section 14, in respect of any cash dividend or distribution
(i) the purchase price per Security payable by the Purchaser pursuant to the
Offer will be reduced by the amount of any such cash dividend or cash
distribution and, in respect of any non-cash dividend, distribution or right
(ii) the whole of any such non-cash dividend, distribution or right will be
received and held by the tendering holder for the account of the Purchaser and
shall be required to be promptly remitted and transferred (a) by each tendering
ADS holder to the U.S. Depositary for the account of the Purchaser, and (b) by
each tendering holder of Shares to the Registry, or if such tendering holder of
certificated Shares is located in the United States, the U.S. Depositary,
accompanied by appropriate documentation of transfer. Pending such remittance,
the Purchaser will be entitled to all rights and privileges as owner of any such
non-cash dividend, distribution or right and may withhold the entire purchase
price or deduct from the purchase price the amount or value thereof, as
determined by the Purchaser.
13. EFFECT OF THE OFFER ON THE MARKET FOR THE SECURITIES; NEW YORK STOCK
EXCHANGE AND AUSTRALIAN STOCK EXCHANGE QUOTATION AND EXCHANGE ACT REGISTRATION.
The purchase of Securities pursuant to the Offer will reduce the number of
Securities that might otherwise trade publicly and could reduce the
30
<PAGE>
number of holders of Securities, which could adversely affect the liquidity and
market value of the remaining Securities held by the public.
On September 10, 1997, the Company announced that the ADSs would cease to
trade on the NNM on September 22, 1997 and be listed on the NYSE commencing on
September 23, 1997. According to the NYSE's published guidelines, the NYSE
would consider delisting the ADSs if, among other things, the number of holders
of ADSs should fall below 400 or, 1,200 and the average monthly trading volume
is less than 100,000 securities for the most recent 12 months, the number of
publicly held ADSs (exclusive of holdings of officers and directors of the
Company and their immediate families and other concentrated holdings of 10% or
more) should fall below 600,000, or the aggregate market value of the publicly
held ADSs should fall below $8,000,000.
The Shares are listed on the ASX. According to the ASX rules governing
admission to the official list, a company must have at least 500 holders of
securities, each holding a parcel having a value of at least A$2,000. If those
thresholds are not met, the ASX could consider delisting the Shares.
If the NYSE and the ASX were to delist the ADSs and the Shares
respectively, the market therefor could be adversely affected. It is possible
that the ADSs and the Shares would be traded on other securities exchanges or in
the over-the-counter market, and that price quotations would be reported by such
exchanges, or through the NNM or other sources. The extent of the public market
for such and the availability of such quotations would depend, however, upon
such factors as the number of holders and/or the aggregate market value of such
securities remaining at such time, the interest in maintaining a market in the
Securities on the part of securities firms, the possible termination of
registration under the Exchange Act as described below and other factors. The
Purchaser cannot predict whether the reduction in the number of Securities that
might otherwise trade publicly would have an adverse or beneficial effect on the
market price for, or marketability of, Securities or whether it would cause
future market prices to be greater or lesser than the Offer Price.
The ADSs are currently "margin securities" under the regulations of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
which has the effect, among other things, of allowing brokers to extend credit
on the collateral of the ADSs. Depending upon factors similar to those
described above regarding listing and market quotations, following the Offer, it
is possible that the ADSs might no longer constitute "margin securities" for
purposes of the margin regulations of the Federal Reserve Board, in which event
such ADSs could no longer be used as collateral for loans made by brokers.
The Shares and ADSs are currently registered under the Exchange Act. Such
registration may be terminated upon application the Company to the SEC if the
ADSs are not listed on a national securities exchange or quoted on the NYSE and
there are fewer than 300 record holders of the ADSs. The termination of
registration of the Shares and ADSs under the Exchange Act would substantially
reduce the information required to be furnished by the Company to holders of
Shares and ADSs and to the SEC and would make certain provisions of the Exchange
Act, such as the requirements of Rule 13e-3 under the Exchange Act with respect
to "going private" transactions, no longer applicable to the Company. See
Section 11 "Purpose of the Offer; Plans for the Company -- "Going Private"
Transactions". In addition, "affiliates" of the Company and persons holding
"restricted securities" of the Company may be deprived of the ability to dispose
of such securities pursuant to Rule 144 promulgated under the Securities Act.
If registration of the Shares and ADSs under the Exchange Act were terminated,
the ADSs would no longer be "margin securities" or be eligible for NYSE
reporting. The Purchaser intends to seek to cause the Company to make an
application for termination of registration of the Shares and ADSs under the
Exchange Act as soon after consummation of the Offer as the requirements for
termination of the registration of the Shares and ADSs are met.
If the Company is no longer listed on ASX, the reporting and filing
requirements of ASX will no longer need to be complied with. For example, the
Company would not be required to comply with the requirements for continuous
disclosure of all material information which a reasonable person would expect to
have a material effect on the price or value of the Shares. Furthermore,
transactions which require shareholder approval under the ASX Listing Rules
would no longer require those approvals.
31
<PAGE>
14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions
of the Offer, the Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC and the ASC, pay for,
and may, subject to obtaining the consent of the ASC, withdraw the Offer:
(a) if at the Expiration Date, the Minimum Condition as described in Section 1
"Introduction and Offer" has not been satisfied;
(b) if at any time on or after September 17, 1997 and before the Expiration
Date any of the following events shall occur:
(i) There shall be threatened, instituted or pending any action,
investigation or proceeding by any government or governmental
authority or agency of any jurisdiction, or by any other person of any
jurisdiction, before any court or governmental authority or agency of
any jurisdiction:
(A) (I) challenging or seeking to make illegal, to delay or
otherwise directly or indirectly to restrain or prohibit the
making of the Offer, the acquisition or the acceptance for
payment of, or payment for, some or all of the Securities by
the Purchaser or Parent or any other affiliates of Parent or
the consummation by the Purchaser or Parent or any other
affiliates of Parent of any business combination with the
Company; or
(II) otherwise directly or indirectly relating to the
transactions contemplated by the Offer or any business
combination relating to the Company and the Parent or its
affiliates;
(B) seeking to prohibit the direct or indirect ownership or operation
by Parent, the Purchaser or any other affiliates of Parent of all
or any portion of the Securities or the business or assets of
the Company and its subsidiaries or of the Purchaser, or to
compel Parent, the Purchaser or any other affiliates of Parent to
dispose of or hold separately all or any portion of the
Securities or the business or assets of the Purchaser or the
Company or any of its subsidiaries or seeking to impose any
limitation on the ability of Parent, the Purchaser or any other
affiliates of Parent to conduct their respective businesses or
own such assets in connection with the acquisition of the
Securities;
(C) seeking to impose or confirm limitations on the ability of
Parent, the Purchaser or any other affiliates of Parent
effectively to exercise full rights of ownership of the
Securities, including, without limitation, the right to vote any
Securities acquired by any such person on all matters properly
presented to the Company's shareholders;
(D) seeking to require divestiture by Parent, the Purchaser or any
other affiliates of Parent of any Securities;
(E) which otherwise materially adversely affects the value of the
Securities; or
(F) materially adversely affecting the business, properties, assets,
liabilities, capitalization, shareholders' equity, condition
(financial or other), operations, licenses or franchises, results
of operations or prospects of the Company or any of its
subsidiaries, joint ventures or partnerships,
provided that the condition specified in this paragraph (b)(i) shall
not be deemed to exist by reason of any court proceeding pending on
the date hereof and known to the Purchaser, unless there is any
adverse development in any such proceeding after the date hereof, or
before the date hereof if not known to the Purchaser on the date
hereof, in either case which directly or indirectly, results in any of
the consequences referred to in clauses (A) through (F) above;
32
<PAGE>
(ii) there shall be any action taken or any statute, rule, regulation,
interpretation, judgment, order or injunction proposed, enacted,
enforced, promulgated, amended, issued or deemed applicable in
relation to:
(A) the Purchaser, Parent or any affiliate of Parent; or
(B) the Offer or any business combination by the Purchaser or Parent
or any affiliate of Parent with the Company,
by any court, government or governmental, administrative or regulatory
authority or agency of any jurisdiction, which, directly or
indirectly, may reasonably be expected to result in any of the
consequences referred to in clauses (A) through (F) of paragraph (i)
above;
(iii) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened or shall
have been announced or otherwise made public, in the business,
properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or other), operations, licenses, franchises,
permits, permit applications, results of operations or prospects of
the Company or any of its subsidiaries which is materially adverse to
either the value of the Company or any of its subsidiaries or the
value of the Securities;
(iv) there shall have occurred any decline in either the Dow Jones
Industrial Average, the Standard & Poor's Index of 500 Industrial
Companies or the All Ordinaries Index published by the ASX by an
amount in excess of 15% measured from the close of business on
September 17, 1997;
(v) the Company or any of its subsidiaries, joint ventures or partnerships
or other affiliates shall have:
(A) declared, paid or proposed to declare or pay any cash dividend or
other distribution on any shares of the Company (other than
periodic dividends not exceeding amounts previously declared by
the Company);
(B) altered or proposed to alter any material term of any outstanding
security or material contract, permit or license;
(C) authorized, recommended, proposed or entered into an agreement
with respect to any merger, consolidation, takeover scheme,
takeover announcement, recapitalization, liquidation,
dissolution, business combination, acquisition of assets,
disposition of assets, release or relinquishment of any material
contractual or other right of the Company or any of its
subsidiaries or any comparable event not in the ordinary course
of business;
(D) authorized, recommended, proposed or entered into, or announced
its intention to authorize, recommend, propose or enter into, any
agreement or arrangement with any person or group that adversely
affects or may reasonably be expected to adversely affect either
the value of the Company or any of its subsidiaries, joint
ventures or partnerships or the value of the Securities to the
Purchaser; or
(E) entered into any employment, change in control, severance,
executive compensation or similar agreement, arrangement or plan
with or for one or more of its employees consultants or
directors, or entered into or amended, or made grants or awards
pursuant to, any agreements, arrangements or plans so as to
provide for increased benefits to one or more employees,
consultants or directors, or taken any action to fund, secure or
accelerate the funding of compensation or benefits provided for
one or more employees, consultants or directors, whether or not
as a result of or in connection with the transactions
contemplated by the Offer, other than in the ordinary course of
the Company's business consistent with past practice;
33
<PAGE>
(vi) Parent or the Purchaser shall not have obtained any waiver, consent,
extension, approval, action or non-action from any governmental
authority or agency which is necessary to consummate the Offer,
subject to the Parent and Purchaser taking all reasonable steps to
obtain any such approvals;
(vii)(A) any one or more of the provisions of the constitution of the
Company or of a subsidiary of the Company being altered in any of
the ways mentioned in sub-section 193(1) of the Corporations Law;
(B) the Company or a subsidiary of the Company resolving to reduce
its share capital in any way;
(C) the Company or a subsidiary of the Company entering into a buy-
back agreement or resolving to approve the terms of a buy-back
agreement;
(D) the Company or a subsidiary of the Company making an allotment
of, or granting an option to subscribe for, any of its shares (of
any class), or agreeing to make such an allotment or to grant
such an option (except Shares issued during the term of the Offer
pursuant to the exercise of any Options);
(E) the Company or a subsidiary of the Company issuing, or agreeing
to issue, convertible notes or other debt securities;
(F) the Company or a subsidiary of the Company disposing, or agreeing
to dispose, of the whole, or a substantial part, of its business
or property;
(G) the Company or a subsidiary of the Company charging, or agreeing
to charge, the whole, or substantial part, of its business or
property;
(H) the Company or a subsidiary of the Company resolving that it be
wound up;
(I) the appointment of a provisional liquidator to the Company or of
a subsidiary of the Company;
(J) the making of an order by a court for the winding up of the
Company or of a subsidiary of the Company;
(K) the Company or a subsidiary of the Company executing a deed of
company arrangement;
(L) the appointment of a receiver, or a receiver and manager, in
relation to the whole, or a substantial part, of the property of
the Company or of a subsidiary of the Company; or
(M) an administrator of the Company or a subsidiary of the Company
being appointed; or
(c) unless prior to the Expiration Date in respect of the Australian
Government's foreign investment policy:
(i) the Purchaser receives written notice from the Australian Treasurer or
his agent under the Foreign Acquisitions and Takeovers Act 1975 to the
effect that the Australian Government has no objection to the
acquisition by way of takeover by the Purchaser of Securities or any
transaction contemplated by that takeover under the Australian
Government's foreign investment policy;
34
<PAGE>
(ii) the period provided under the Foreign Acquisitions and Takeovers Act
1975 during which the Australian Treasurer may make an order under
the Act (including an interim order under section 22) prohibiting the
acquisition has elapsed, without such an order being made; or
(iii) if an interim order under section 22 is made, the subsequent period
for making a final order prohibiting the acquisition has elapsed,
without such an order being made.
The foregoing conditions (except for the condition set forth in paragraph
(c) which is a condition precedent) are conditions subsequent and shall not
prevent a contract to sell the Securities resulting from acceptance of this
Offer, but any breach or non fulfillment of them shall entitle the Purchaser by
notice in writing to an accepting holder to rescind ab initio a contract that
results from acceptance of such Offer. Subject to the provisions of the
Corporations Law, the Purchaser alone shall be entitled to the benefit of the
foregoing conditions (except the condition set forth in paragraph (c)) and any
breach or non-fulfillment of such condition may be relied on only by the
Purchaser which may at any time and from time to time at its sole discretion
waive the breach or non-fulfillment of any such condition. The foregoing shall
not limit a holder's rights of withdrawal, if any, as described in Section 4.
The Purchaser may at any time declare the Offer to be free from the
foregoing conditions. If, at the Expiration Date, the foregoing conditions have
been breached and not waived or have not been fulfilled and the Purchaser has
not declared the Offer (or the Offer has not become) free from those conditions,
all contracts resulting from the acceptance of the Offer will be automatically
void.
The date for publication of the notice (the "Condition Publication Date")
required by sub-section 663(4) of the Corporations Law (which provides for
publication of a notice by the offeror as to whether the offer has been declared
or become free from a condition or to the knowledge of the offeror, a condition
has been fulfilled) will be 1.00 a.m., New York City time, on ., October ., 1997
and 5:00 p.m, Sydney time, on ., October ., 1997, unless and until the
Purchaser, in its sole discretion, shall have extended the period of time during
which the Offer is open, in which event the "Condition Publication Date" shall
be the date that is later than the previously scheduled Condition Publication
Date by a period equal to the period of such extension.
15. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
General. Except as otherwise disclosed herein, based on a review of
publicly available filings by the Company with the SEC and the ASC, the
Purchaser is not aware of (i) any license or regulatory permit that appears to
be material to the business of the Company and its subsidiaries, taken as a
whole, that might be adversely affected by the acquisition of Securities by the
Purchaser pursuant to the Offer or (ii) any approval or other action by any
governmental, administrative or regulatory agency or authority, domestic or
foreign that would be required for the acquisition or ownership of Securities by
the Purchaser as contemplated herein. Should any such approval or other action
be required, the Purchaser currently contemplates that such approval or action
would be sought. There can be no assurance that any such approval or action, if
needed, would be obtained or would be obtained without substantial conditions or
that adverse consequences might not result to the business of the Company or the
Purchaser or that certain parts of the businesses of the Company or the
Purchaser might not have to be disposed of in the event that such approvals were
not obtained or any other actions were not taken. The Purchaser's obligation
under the Offer to accept for payment and pay for Securities is subject to
certain conditions. Those conditions are specified in the Introduction and
Offer and Section 14.
Foreign Acquisition and Takeovers Act. The Offer is conditional upon the
Treasurer of the Commonwealth of Australia ("Treasurer") consenting to or
stating prior to the Expiration Date that he has no objection to the purchases
contemplated by the Offer under the Australian Government's Foreign Investment
policy or to similar effect, or the Treasurer ceases to be entitled to make an
order under Section 22 of the Foreign Acquisition and Takeovers Act 1975 in
respect of those purchases. The Purchaser expects to receive the approval of
the Treasurer before the Expiration Date.
Antitrust Compliance. Under the HSR Act, and the rules that have been
promulgated thereunder by the U.S. Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated
35
<PAGE>
unless certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the FTC and certain waiting
period requirements have been satisfied.
A Notification and Report Form with respect to the Offer will be filed
under the HSR Act, and the waiting period with respect to the Offer under the
HSR Act will expire at 11:59 P.M., New York City time, 15 days after such
filing. Before such time, however, either the FTC or the Antitrust Division may
extend the waiting period by requesting additional information or material from
the Purchaser. If such request is made, the waiting period will expire at 11:59
P.M., New York City time, on the tenth calendar day after the Purchaser has
substantially complied with such request. Thereafter, the waiting period may be
extended only by court order or with the Purchaser's consent.
The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of
Securities by the Purchaser pursuant to the Offer. At any time before or after
the purchase of Securities pursuant to the Offer by the Purchaser, the FTC or
the Antitrust Division could take such action under the antitrust laws as it
deems necessary or desirable in the public interest, including seeking to enjoin
the purchase of Securities pursuant to the Offer or seeking the divestiture of
Securities purchased by the Purchaser or the divestiture of substantial assets
of the Purchaser, the Company or their respective subsidiaries. Private parties
and United States state attorneys general may also bring legal action under
United States federal or state antitrust laws under certain circumstances.
Based upon an examination of information available to the Purchaser relating to
the businesses in which the Purchaser, the Company and their respective
subsidiaries are engaged, the Purchaser believes that the Offer will not violate
the antitrust laws. Nevertheless, there can be no assurance that a challenge to
the Offer on antitrust grounds will not be made or, if such a challenge is made,
what the result would be. See Section 14 "Certain Conditions of the Offer" for
certain conditions to the Offer, including conditions with respect to
litigation.
The Australian Competition and Consumer Commission ("ACCC") may review the
proposed acquisition, of its own volition or at the request of any interested
party including the Purchaser or the Company. In any review, the ACCC would
assess whether the proposed acquisition would have or be likely to have the
effect of substantially lessening competition in a market, in contravention of
section 50 of the Australian Trade Practices Act. The Purchaser is not required
to lodge any formal notification with the ACCC. If the ACCC forms the view that
the proposed acquisition may contravene section 50, it may seek binding
undertakings from the Purchaser to address specific competition concerns or the
ACCC may apply to the Federal Court of Australia to injunct the proposed
acquisition. Private parties have no standing to apply for an injunction for
contravention of section 50.
Based upon an examination of information available to the Purchaser
relating to the businesses in which the Purchaser, the Company and their
respective subsidiaries are engaged, the Purchaser believes that the proposed
acquisition will not contravene section 50 of the Australian Trade Practices
Act. Nevertheless, there can be no assurance that a challenge to the proposed
Offer will not be made by the ACCC or, if such a challenge is made, what the
result would be. See Section 14 "Certain Conditions of the Offer" for certain
conditions to the Offer, including conditions with respect to litigation.
16. FEES AND EXPENSES. Except as set forth below, the Purchaser will not
pay any fees or commissions to any broker, dealer or other person for soliciting
tenders of Securities pursuant to the Offer.
Merrill Lynch is acting as Dealer Manager in the United States in
connection with the Offer and as Financial Advisor to the Purchaser in
connection with efforts to acquire Shares in Australia and has provided certain
financial advisory services to the Purchaser and the Parent in connection with
the Offer. The Parent has agreed to pay Merrill Lynch as compensation for all
services a total of US$2,750,000 payable upon the completion of any transaction
or series of transactions which result in (a) any merger, consolidation,
reorganization or other business combination pursuant to which the business of
the Company is combined with that of the Parent or one or more persons formed by
or affiliated with the Parent, including, without limitation, any joint venture
(each a "Parent Affiliate"), (b) the acquisition by the Parent and/or Parent
Affiliates of securities of the Company, such that, when such securities are
added to the aggregate number of securities of the Company beneficially owned by
the Parent on August 25, 1997, the parent and any Parent Affiliates together
beneficially own at least 20% of the then outstanding voting capital stock of
the Company, (c) the acquisition
36
<PAGE>
by the Parent or a Parent Affiliate of all or a substantial portion of the
assets of, or of any right to all or a substantial portion of the revenues or
income of, the Company, or (d) the acquisition by the Parent or a Parent
Affiliate of control of the Company through a proxy contest or otherwise through
the acquisition of the Company's capital stock. US$250,000 of such fee became
payable to Merrill Lynch on the date the Purchaser commenced the Offer (whether
or not the Purchaser accepts for payment or pays for any Securities pursuant to
the Offer). In addition, the Parent has agreed (i) to reimburse Merrill Lynch
for its out-of-pocket expenses including the reasonable fees and expenses of its
counsel, in connection with the Offer up to US$50,000, (ii) to indemnify Merrill
Lynch and certain related persons against certain liabilities and expenses,
including certain liabilities under securities laws, and (iii) if, at any time
within eighteen months following the time during which Merrill Lynch is retained
by the Parent, the Parent decides to raise debt or equity financing, the Parent
has agreed to offer to appoint Merrill Lynch, at a minimum, as co-managing
underwriter or co-placement agent for any equity or equity linked offering, or
debt transaction in connection with such offering.
Salomon is acting as Dealer Manager in the United Sates in connection with
the Offer and as Financial Advisor to the Purchaser in connection with efforts
to acquire Shares in Australia and has provided certain financial advisory
services to the Purchaser and the Parent in connection with the Offer. The
Parent has agreed to pay Salomon as compensation for all services a total of
US$1 million, a portion of which is payable upon the earlier of the acquisition
of any Securities in the Offer or the consummation of any other acquisition (by
merger, tender offer or otherwise) by the Parent (or a subsidiary of the Parent)
of the Company or the possible purchase by the Parent (or a subsidiary of the
Parent) of all or a significant portion of the assets, or more than 20% of the
equity securities, of the Company. US$91,000 of such fee became payable to
Salomon on the date the Purchaser commenced the Offer. In addition, the Parent
has agreed (i) to reimburse Salomon for its out-of-pocket expenses including the
reasonable fees and expenses of its counsel, in connection with the Offer up to
US$25,000, (ii) to indemnify Salomon Brothers and certain related persons
against certain liabilities including certain liabilities under securities laws
and (iii) if, at any time within 18 months following the time during which
Salomon is retained by the Parent, the Parent decides to raise debt or equity
financing, the Parent has agreed to offer to appoint Salomon, at a minimum, as
co-managing underwriter or co-placement agent for any equity or equity linked
offering or debt transaction in connection with such offering.
The Purchaser has retained MacKenzie Partners, Inc. ("Information Agent")
to act as the Information Agent in connection with the Offer. The Information
Agent may contact holders of Securities by mail, telephone, facsimile, telegraph
and personal interviews and may request brokers, dealers and other nominee
stockholders to forward materials relating to the Offer to beneficial owners of
Securities. The Information Agent will receive reasonable and customary
compensation for its services, will be reimbursed for certain reasonable out-of-
pocket expenses and will be indemnified against certain liabilities and expenses
in connection therewith, including certain liabilities under the United States
federal securities laws.
IBJ Schroder Bank & Trust Company has been retained as the U.S. Depositary
in relation to the tender of ADSs and the tender of certificated Shares by
holders located in the United States. The U.S. Depositary has not been retained
to make solicitations or recommendations in its role as U.S. Depositary. The
U.S. Depositary will receive reasonable and customary compensation for its
services, will be reimbursed for certain reasonable out-of-pocket expenses and
will be indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the United States federal
securities laws. Brokers, dealers, commercial banks and trust companies will be
reimbursed by the Purchaser for customary mailing and handling expenses incurred
by them in forwarding offering material to their customers.
Corporate Registry Services Pty Ltd has been retained to provide registry
services in Australia. The Registry will administer acceptances of the Offers
from tendering holders located outside the United States and for Shares held
through CHESS and make payments for any such Shares which are accepted pursuant
to the Offers. The Registry will receive reasonable and customary compensation
for its services and will be reimbursed for certain reasonable out-of-pocket
expenses.
17. MISCELLANEOUS. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Securities in any jurisdiction in
which making the Offer or the acceptance thereof would not be in compliance with
the securities or other laws of such jurisdiction. If the Purchaser becomes
aware of any valid U.S. state statute prohibiting the making of the Offer or the
acceptance of the Securities pursuant thereto,
37
<PAGE>
Purchaser will make a good faith effort to comply with such U.S. state statute.
If, after such good faith effort, the Purchaser cannot comply with any such U.S.
state statute, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Securities in such state. In any jurisdiction
where the Securities, United States state securities laws or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Purchaser by the Dealer Managers or one or more
registered brokers or dealers which are licensed under the laws of such
jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS OFFER TO
PURCHASE, THE PART A STATEMENT, THE ACCEPTANCE AND TRANSFER FORM OR THE LETTER
OF TRANSMITTAL AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
Parent and the Purchaser will file with the SEC a Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), together with exhibits, pursuant to Rule
14d-3 of the General Rules and Regulations under the Exchange Act, furnishing
certain additional information with respect to the Offer and may file amendments
thereto. The Schedule 14D-1 and any amendments thereto, including exhibits, may
be inspected at, and copies may be obtained from the SEC in the same manner as
set forth in Section 7 "Certain Information Concerning the Company" (except that
they will not be available at the regional offices of the SEC).
Purchaser have also lodged a statement pursuant to Parts 6.3 and 6.12 of
the Corporations Law (the "Part A Statement"). The Part A Statement is annexed
to this Offer to Purchase as Annexure A.
18. CERTAIN DEFINITIONS. Unless the context otherwise requires, terms
used in this Offer to Purchase have the meanings given to them in this Section
18. A term defined anywhere in this Offer to Purchase has the same meaning
throughout. A term not specifically defined in this Offer to Purchase has the
meaning given to it, if any, in the Corporations Law.
"affiliate" of a specified person, means a person that directly or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with, the person specified.
"Agent's Message" means a message, transmitted by a Book-Entry Transfer
Facility (as defined below) to, and received by, the U.S. Depositary and
forming a part of a Book-Entry Confirmation, which states that such Book-Entry
Transfer Facility has received an express acknowledgement from the participant
in such Book-Entry Transfer Facility tendering an interest in the ADSs, that
such participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that the Purchaser may enforce such agreement against the
participant.
"American Depositary Receipt" or "ADR" means an American Depositary Receipt
evidencing an American Depositary Share.
"American Depositary Share" or "ADS" means an American Depositary Share
representing a Share.
"ASC" means the Australian Securities Commission.
"ASX" means Australian Stock Exchange Limited.
"Book Entry Confirmation" means timely receipt by the U.S. Depositary of
confirmation of a book-entry transfer of an ADR into a Book-Entry Transfer
Facility.
"Book-Entry Transfer Facility" means each of the Depository Trust Company,
Midwest Securities Trust Company and Philadelphia Trust Company.
"Broker" means a person who is a share broker and a participant in CHESS.
"CHESS" means Clearing House Electronic Subregister System, which provides
for electronic share transfers in Australia.
38
<PAGE>
"Company" means Memtec Limited (ACN 002 490 208), a corporation
incorporated under the laws of the State of New South Wales, Australia.
"condition" means:
(i) a condition that will, in circumstances referred to in the condition,
result in the rescission of, or entitle the Purchaser to rescind, a
contract that results from an acceptance of the Offer; or
(ii) a condition that prevents a binding contract from arising on
acceptance of the Offer unless or until the condition is fulfilled.
"Condition Publication Date" as used herein means 1.00 a.m., New York City
time, on ., 1997 and 5.00 p.m., Sydney time, on ., 1997, unless and until the
Purchaser, in its sole discretion, shall have extended the period of time during
which the Offer is open in which event the "Condition Publication Date" shall be
the date that is later than the previously scheduled Condition Publication Date
by a period equal to the period of the extension.
"Condition Waiver Date" means the date and time on which the Offer becomes
or is declared free of all conditions.
"Controlling Participant" means the Broker or Non-Broker Participant who is
designated as the controlling participant for shares in a CHESS Holding in
accordance with the SCH Business Rules.
"Corporations Law" means the Australian Corporations Law.
"Dealer Managers" means each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers Inc as dealer managers in the United States.
"Eligible Institution" means a member firm of a registered national
securities exchange, a member of the NASD or a commercial bank or trust company
having an office or corresponding in the United States.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.
"Expiration Date" means 1.00 a.m., New York City time, on ., November .,
1997, and 5.00 p.m., Sydney time, on ., November ., 1997 unless and until the
Purchaser, in its sole discretion, shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date at which the Offer, as so extended by the Purchaser,
shall expire.
"Financial Advisors" means each of Merrill Lynch International (Australia)
Ltd and Salomon Brothers Australia Limited as financial advisors to the
Purchaser in Australia.
"fully diluted basis" means that all Options have become exercisable and
been exercised in all cases resulting in the issue of Shares.
"Information Agent" means MacKenzie Partners Inc. as Information Agent.
"Minimum Condition" means that at the Expiration Date, there have been
validly tendered and not withdrawn a number of Securities which, when added to
the number of Securities to which the Purchaser and its affiliates are entitled
at the commencement of the Offer (being those particularized in Section 1),
constitutes more than 50 per cent of the Securities outstanding on a fully
diluted basis.
"more than 50 per cent of the total number of Securities outstanding on a
fully diluted basis" means that all Options have become exercisable and been
exercised, and that all other options, rights or other securities convertible
into or exercisable or exchangeable for Shares which have been granted prior to
the Expiration Date have become exercisable prior to the Expiration Date and
been exercised, in all cases resulting in the issue of Shares.
39
<PAGE>
"NASD" means the National Association of Securities Dealers, Inc.
"Non-Broker Participant" means a non-broker participant under the SCH
business rules.
"Offer" means the offer by the Purchaser to purchase all Shares (including
ADSs representing Shares) of the Company at a price of US$30.00 per Share or
ADS, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase and (i) in the case
of Shares, in the related Acceptance and Transfer Form, and (ii) in the case of
ADSs, in the related Letter of Transmittal.
"Offer to Purchase" means this Offer to Purchase including the Schedules
and Annexures thereto.
"Options" means options exercisable for fully paid shares.
"outstanding" means, in relation to Shares or Options at a particular time,
all of the issued Shares or Options, as the case may be, at that time.
"Parent" means United States Filter Corporation, a Delaware corporation.
"Purchaser" means USFC Acquisition Inc., a Delaware corporation and a
wholly owned subsidiary of Parent.
"Registry" means Corporate Registry Services Pty Ltd as Registry.
"SCH Business Rules" means the business rules of SCH.
"SCH" means Securities Clearing House, the body which administers the CHESS
system in Australia.
"SEC" means the U.S. Securities and Exchange Commission.
"Securities" means Shares or ADSs.
"Shares" means all outstanding ordinary shares, having a par value A$2.50
per share issued by the Company.
"U.S. business day" means any day other than a Saturday, Sunday, federal
holiday in the United States and consists of the time period from 12.01 a.m.
through 12.00 midnight, New York City time.
"U.S. Depositary" means IBJ Schroder Bank & Trust Company as U.S.
Depositary.
"U.S. holder" means a beneficial holder of the Securities who, for United
States federal income tax purposes, is (i) a citizen or resident of the United
States, (ii) a corporation, partnership, or other entity created or organized in
the United States or under the laws of the United States or of any political
subdivision thereof, (iii) an estate whose income is includible in gross income
for United States federal income tax purposes regardless of its source, or (iv)
a trust whose administration is subject to the primary supervision of a United
States court and which has one or more United States fiduciaries who have the
authority to control all substantial decisions of the trust.
"waiver" means:
(i) in respect of a condition, declaring this Offer free from the
condition; and
(ii) in respect of any breach or non-fulfillment of a condition (otherwise
than the Minimum Condition) means waiving the act, matter or thing
resulting in that breach or non-fulfillment so that the condition will
not be taken to have been breached or not fulfilled.
USFC Acquisition Inc.
40
<PAGE>
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF PARENT AND THE PURCHASER
1. Directors and Executive Officers of Parent. Set forth below is the
name, current business address, citizenship and the present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and executive officer of Parent. The
principal address of Parent and, unless otherwise indicated below, the current
business address for each individual listed below is 40-004 Cook Street, Palm
Desert, California, 92211. Unless otherwise indicated, each such person is a
citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with Parent. Directors
are identified by an asterisk.
<TABLE>
<CAPTION>
NAME AND CURRENT BUSINESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS
ADDRESS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------------------
<S> <C>
Richard J. Heckmann* Mr Heckmann was elected Chairman of the Board of Directors, Chief
Executive Officer and President of the Parent on July 16, 1990. Mr.
Heckmann was a Senior Vice President at Prudential-Bache Securities in
Rancho Mirage, California from January 1982 to August 1990. He
joined the U.S. Small Business Administration in 1977 and served as
Associate Administrator for Finance and Investment from 1978 to 1979.
Prior thereto he was founder and Chairman of the Board of Tower
Scientific Corporation, a manufacturer of custom prosthetic devices,
which was sold to Hexcel Corporation in 1977, Mr. Heckmann is a
member of the management board of TWO. He is also a director of
USA Waste Services, Inc. and K2, Inc.
James E. Clark* Mr. Clark was President of Western Operations for Prudential Insurance
24412 Park Granada from 1978 to June 1990. Since June 1990, he has been a consultant and
Calabasas, CA 91302 a private investor. Mr. Clark is also Chairman of Asian-American
Communication Company, Inc., and a director of Asian American
Association, Inc., a joint venture with Sprint, and Durotest Corporation.
He is also a trustee of the Yul Brynner Foundation.
John L. Diederich* Mr. Diederich was Executive Vice President Chairman's Counsel for
1220 S. Negley Avenue Aluminum Company of America ("Alcoa") from August 1991 until
Pittsburgh, PA 15217 January 1997. Prior to assuming that position, he had been Group Vice
President--Alcoa Metals and Chemicals since 1986 and a Vice President
of Alcoa since 1982. Mr. Diederich received a B.S. degree in
engineering from the University of Illinois and later received an M.B.A.
from the University of Southern California and an M.S. degree from the
Massachusetts Institute of Technology. Mr. Diederich is a director of
Continental Mills, Inc. and a trustee of Shadyside Hospital.
Robert S. Hillas* Mr. Hillas has served as a Managing Director of E.M. Warburg, Pincus
466 Lexington Avenue & Co., LLC, or its predecessor, since 1993. Previously, Mr. Hillas
New York, NY 10017-3147 was a partner of DSV Management Ltd., a venture capital investment
firm, and its affiliated venture capital partnerships. Mr. Hillas is
currently a director of Advanced Technology Materials, Inc., Transition
Systems, Inc., Envirogen, Inc., and several privately-held companies.
Mr. Hillas was previously associated with Warburg, Pincus from 1972
until he joined DSV Management Ltd. in 1981.
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
NAME AND CURRENT BUSINESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS
ADDRESS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------------------
<S> <C>
Arthur B. Laffer* Dr. Laffer has been Chairman and Chief Executive Officer of A.B.
5405 Morehouse Drive Laffer, V.A. Canto & Associates, an economic research and financial
San Diego, CA 92121 firm (and its predecessor, A.B. Laffer Associates), since founding the
firm in 1979. He is also Chairman of Calport Asset Management, Inc.,
a money management firm. Dr. Laffer has been Chief Executive
Officer of Laffer Advisors, Inc., a registered broker-dealer and
investment advisor, since 1981. He was the Charles B. Thornton
Professor of Business Economics at the University of Southern
California from 1976 through 1984, Distinguished University Professor
at Pepperdine University from October 1984 to September 1987, and
was a member of President Reagan's economic policy advisory board.
He is a director of Coinmach Laundry Corporation, Mastec, Inc.
Nicholas Applegate Mutual and Growth Equity Funds and Casmyn Inc.
Dr. Alfred E. Osborne,Jr. * Dr. Osborne is Director of the Harold Price Center for Entrepreneurial
Studies and Associate Professor of Business Economics at the John E.
Anderson Graduate School of Management at UCLA. He has been on
the UCLA faculty since 1972. He is a director of Greyhound Lines,
Inc., Nordstrom, Inc., SEDA Specialty Packaging Corporation and The
Times Mirror Company.
J. Danforth Quayle* Mr. Quayle was the forty-fourth Vice President of the United States. In
1976, Mr. Quayle was elected to Congress and in 1980 to the United
States Senate, being re-elected in 1986 and serving until 1989. As Vice
President,he headed the Competitiveness and Space Councils for the
President. Since leaving office in January 1993, Mr. Quayle served as
Chairman of Circle Investors, Inc. (a private financial services and
insurance holding company), and BBC, Inc. (a private company through
which he operates certain of his personal business interests). He is a
director of Central Newspapers, Inc. and American Standard
Companies, Inc. and is a member of the Board of Trustees of The
Hudson Institute.
Michael J. Reardon* Mr. Reardon was appointed Executive Vice President of the Parent in
June 1995, having previously served as Executive Vice President and
Chief Operating Officer, and prior to that as the Chief Financial Officer
and Secretary of the Company. From May 1995 to April 1996, Mr.
Reardon served as President of Arrowhead Industrial Water, Inc., a
subsidiary of the Company. He became President and General Manager
of Illinois Water Treatment, Inc., a subsidiary of the Parent in March
1992. From 1981 to July 1990 he was Chief Financial Officer of The
C&C Organization, a company engaged in restaurant ownership,
management and construction. Mr. Reardon is a certified public
accountant and was a senior auditor with Arthur Andersen & Co. from
1978 to 1981. Mr. Reardon is a member of the management board of
Treated Water Outsourcing (TWO), a Nalco/U.S. Filter joint venture.
Nicolas C. Memmo* Mr. Memmo was appointed Executive Vice President-Process Water of
the Parent on July 1, 1995, having previously served as Senior Vice
President and General Manager of U.S. Filter/Ionpure Inc. since March
7, 1994. He had previously been Senior Vice President-Sales &
Marketing since December 8, 1992.
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
NAME AND CURRENT BUSINESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS
ADDRESS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------------------
<S> <C>
C. Howard Wilkins, Jr.* Mr. Wilkins served as the United States Ambassador to the Netherlands
302 N. Rock Road from June 1989 to July 1992. Prior to being Ambassador and
Wichita, KS 67206 thereafter, Mr. Wilkins has been Chairman of the Board of Maverick
Restaurant Corporation, which owns and operates restaurants under
franchise agreements, and Maverick Development Corporation. He was
Vice Chairman of Pizza Hut, Inc. until 1975. From 1981 to 1983, Mr.
Wilkins served as a director of U.S. Synthetic Fuels Corporation.
Thierry Reyners /(1)/ Mr. Reyners was appointed Executive Vice President--European Group
on July 1, 1995, having previously served as Senior Vice
President--Europe since March 7, 1994. He had previously been Senior
Vice President--European Sales since December 1, 1993, the date the
Company acquired Ionpure. Mr. Reyners served as Vice President and
General Manager--Europe of Ionpure Technologies Corporation from
1990 to December 1993.
Andrew D.Seidel Mr. Seidel was appointed Executive Vice President--Wastewater Group
on July 1, 1995, having previously served as Senior Vice
President--Wastewater Group and General Manager of U.S. Filter, Inc.,
Warrendale, Pennsylvania, since September 28, 1993. He has
previously served as Vice President--Membralox Group since December
8, 1992, and had been General Manager of Membralox since March
1992.
Harry K.Hornish, Jr. Mr. Hornish was appointed Executive Vice President--Distribution
Group on February 20, 1997. In November 1991, CertainTeed
Corporation ("CertainTeed") named Mr. Hornish as President of its
Utility Supply Group, Inc. ("USG"). Mr. Hornish led a buyout of USG
from CertainTeed in 1994. Mr. Hornish continued to serve as President
of USG until October 25, 1996, when the Parent acquired USG.
Kevin L. Spence Mr. Spence was appointed Senior Vice President in August 1997 having
previously served as Vice President of the Parent since December 8,
1991 and has been Chief Financial Officer of the Company since
January 6, 1992 and was Treasurer from February 17, 1992 until June
9, 1995.
Damian C. Georgino Mr. Georgino was appointed Senior Vice President, General Counsel
and Corporate Secretary of the Parent in August 1997 having previously
served as Vice President, General Counsel and Secretary of the Parent
since August 4, 1995. From September 1992 through July 31, 1995, he
served as General Attorney with Aluminum Company of America
("Alcoa"), where his primary responsibilities included mergers and
acquisitions and serving as chief legal counsel for several growing
international manufacturing and service businesses.
Tim L. Traff Mr. Traff was appointed a Senior Vice President of the Parent on
December 8, 1992, having previously been Vice President--Corporate
Development since March 1992.
John S. Swartley Mr. Swartley was appointed Senior Vice President--Corporate
Development on July 1, 1995, having previously served as a Vice
President since July 1994, when the Parent acquired Liquipure
Technologies, Inc.
</TABLE>
A-3
<PAGE>
<TABLE>
<CAPTION>
NAME AND CURRENT BUSINESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS
ADDRESS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------------------
<S> <C>
James W. Dierker Mr. Dierker was appointed Vice President, Controller and Treasurer on
June 9, 1995. From July 1985 to June 1995 he was with KPMG Peat
Marwick LLP, and was a senior manager with that firm at the time of
his departure.
Michael E. Hulme, Jr. Mr. Hulme was appointed Assistant General Counsel and Assistant
Secretary on February 13, 1996. From December 1994 through January
1996, he served as Vice President/Corporate Counsel of Forte Hotels,
Inc., formerly a wholly owned subsidiary of Forte Plc, and from
October 1992 through December 1994 as Corporate Counsel of Forte
Hotels, Inc. His primary responsibilities included hotel and real estate
development, acquisition and sale transactions.
- ------------------
</TABLE>
(1) French citizen
2. Directors and Executive Officers of the Purchaser. Set forth below is
the name, current business address, citizenship and the present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
the Purchaser. The principal address of the Purchaser and, unless otherwise
indicated below, the current business address for each individual listed below
is 40-004 Cook Street, Palm Desert, California, 92211. Each such person is a
citizen of the United States. Directors are identified by an asterisk.
<TABLE>
<S> <C>
Richard J. Heckmann* President since 1997. Mr Heckmann was elected Chairman of the
Board of Directors, Chief Executive Officer and President of the
Parent on July 16, 1990. Mr. Heckmann was a Senior Vice
President at Prudential-Bache Securities in Rancho Mirage,
California from January 1982 to August 1990. He joined the U.S.
Small Business Administration in 1977 and served as Associate
Administrator for Finance and Investment from 1978 to 1979. Prior
thereto he was founder and Chairman of the Board of Tower
Scientific Corporation, a manufacturer of custom prosthetic devices,
which was sold to Hexcel Corporation in 1977, Mr. Heckmann is a
member of the management board of TWO. He is also a director of
USA Waste Services, Inc. and K2, Inc.
Kevin L. Spence* Vice President and Treasurer since 1997. Mr. Spence was
appointed Senior Vice President of the Parent in August 1997 having
previously served as Vice President of the Parent since December 8,
1991 and has been Chief Financial Officer of the Company since
January 6, 1992 and was Treasurer from February 17, 1992 until
June 9, 1995.
</TABLE>
A-4
<PAGE>
<TABLE>
<S> <C>
Damian C. Georgino* Vice President and Secretary since 1997. Mr. Georgino was
appointed Senior Vice President, General Counsel and Corporate
Secretary of the Parent in August 1997 having previously served as
Vice President, General Counsel and Secretary of the Parent since
on August 4, 1995. From September 1992 through July 31, 1995,
he served as General Attorney with Aluminum Company of America
("Alcoa"), where his primary responsibilities included mergers and
acquisitions and serving as chief legal counsel for several growing
international manufacturing and service businesses. From June 1988
through August 1992, Mr. Georgino was an Attorney with Alcoa,
where his primary responsibilities included securities, mergers and
acquisitions and corporate finance.
</TABLE>
A-5
<PAGE>
SCHEDULE B
TRANSACTIONS IN SHARES AND ADSS DURING THE PAST FOUR MONTHS
BY PARENT AND THE PURCHASER
<TABLE>
<CAPTION>
SHARES/ADSS/(1)/
TRANSACTION DATE ACQUIRED PRICE PER SHARE/ADS/(2)/
- ---------------- --------------- ------------------------
(US$)
<S> <C> <C>
8/19/97 6,000 19.75
8/19/97 6,500 19.625
8/19/97 7,500 19.5625
8/20/97 5,000 20.375
8/20/97 5,000 20.4375
8/20/97 15,000 20.50
8/21/97 18,500 20.50
8/22/97 30,000 20.4375
8/22/97 35,000 20.625
8/25/97 50,000 20.50
8/25/97 5,000 20.00
8/25/97 155,000 20.375
8/26/97 5,000 20.0625
8/27/97 50,000 20.375
9/2/97 10,000 20.00
9/2/97 15,000 20.125
9/4/97 10,000 21.0625
9/4/97 15,000 21.125
9/12/97/(3)/ 10,200 27.17
9/12/97/(4)/ 5,000 20.38
9/12/97/(5)/ 5,000 19.75
9/15/97 10,000 23.5625
9/15/97 10,000 23.625
9/16/97 16,300 24.00
9/17/97 10,000 23.876
9/17/97 3,000 24.00
9/17/97 12,000 24.25
9/17/97 2,000 24.375
9/17/97 3,000 24.50
9/17/97 4,600 24.625
Total............. 534,600
=======
</TABLE>
__________________
(1) Unless otherwise indicated, all Shares acquired were Shares represented by
ADSs purchased by Parent in open market transactions executed on the NMM.
(2) All prices are exclusive of commissions.
(3) Acquired from Tim L. Traff in an off market transaction at Mr. Traff's
cost.
(4) Acquired from Richard J. Heckmann in an off market transaction at Mr.
Heckmann's cost.
(5) Acquired from James E. Clark in an off market transaction at Mr. Clark's
cost.
B-1
<PAGE>
SCHEDULE C
TRANSACTIONS IN SHARES AND ADSs DURING THE PAST FOUR
MONTHS BY DIRECTORS AND OFFICERS OF THE PARENT
AND PURCHASER
<TABLE>
<CAPTION>
PRICE PER PRICE PER
TRANSACTION SHARES/ADSs SHARES/ADS SHARES/ADSs SHARE/ADS
NAME DATE ACQUIRED (US$) DISPOSED OF (US$)
---- ----------- ----------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C>
James E. Clark 7/25/97 5,000 29.50
8/19/97 5,000 19.75
9/12/97/(1)/ 5,000 19.75
Tim L. Traff 5/22/97 5,000 22.81
5/27/97 20,000 23.18
5/28/97 10,000 23.18
6/06/97 5,000 22.25
6/13/97 8,000 24.31
6/16/97 32,000 24.59
8/01/97 5,000 27.06
8/01/97 200 26.56
8/04/97 5,000 27.31
9/12/97/(1)/ 10,200 27.17
Richard J.Heckmann 8/19/97 5,000 20.38
9/12/97/(1)/ 5,000 20.38
</TABLE>
__________________
(1) Sold to Parent in an off market transaction.
C-1
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal, ADRs evidencing ADSs and
any other required documents should be sent by each tendering holder of ADSs of
the Company or such holder's broker, dealer, commercial bank, trust company or
other nominee to the U.S. Depositary as follows:
The U.S. Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or
Overnight Delivery:
P.O. Box 84 (For Eligible Institutions Only) One State Street
Bowling Green Station (212) 858-2611 New York, NY 10004
New York, NY 10274-0084 Attention:
Attn: Reorganization Dept. Securities Processing Window, SC-1
Confirm By Telephone:
(212) 858-2103
</TABLE>
Facsimile copies of the Acceptance and Transfer Form, properly completed
and duly signed,will be accepted. The Acceptance and Transfer Form, Share
certificate(s) (in the case of a holder tendering certificated Shares) and any
other required documents should be sent by each tendering holder of Shares of
the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Registry, or if such holder is in the United States, the U.S.
Depositary.
The Registry for the Offer in Australia is:
CORPORATE REGISTRY SERVICES PTY LTD
By Mail: By Hand:
GPO Box 7045 Level 2
Sydney NSW 1115 321 Kent Street
(02) 9290 4111
Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Acceptance and Transfer Form, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Information Agent or the
Dealer Managers at their respective telephone numbers and locations listed
below. Holder's may also contact their broker, dealer, commercial bank or trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer in the United States is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York, 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
The Financial Advisors to United States Filter Corporation are:
<TABLE>
<S> <C>
MERRILL LYNCH & CO. SALOMON BROTHERS INC
MERRILL LYNCH INTERNATIONAL (AUSTRALIA) LIMITED SALOMON BROTHERS AUSTRALIA LIMITED
Level 49, MLC Centre Level 26, Castlereagh Centre
19-29 Martin Place 9 Castlereagh Street
Sydney NSW 2000 Sydney NSW 2000
CALL TOLL-FREE 1 800 628 145
The Dealer Managers for the Offer in the United States are:
MERRILL LYNCH & CO. SALOMON BROTHERS INC
Merrill Lynch World Headquarters Seven World Trade Center
North Tower New York, New York, 10048
World Financial Center (212) 783-7100 (Call Collect)
New York, New York 10281-1305
(212) 449-8209 (Call Collect)
</TABLE>
<PAGE>
EXHIBIT 2.2
[LETTERHEAD OF ALLEN ALLEN & HEMSLEY]
18 September 1997
BY HAND
Australian Securities Commission
New South Wales Regional Office
Level 10
135 King Street
SYDNEY NSW 2000
Attention: Ms Kathy Cuneo/Mr Joo Ch'ng
Dear Madam/Sir
USFC ACQUISITION INC. - TAKEOVER SCHEME FOR ORDINARY SHARES IN MEMTEC LIMITED
We act for USFC Acquisition Inc. (USFC).
On behalf of USFC we enclose for registration a copy of the Part A Statement for
the takeover scheme in respect of ordinary shares in Memtec Limited (ACN 002 490
208), and a copy of one of the proposed Offers to which the Part A Statement
relates.
We also enclose the original appointment of Andrew Peter Hopkins Jones as agent
to sign the Part A Statement on behalf of USFC, and a cheque for the prescribed
fee of $1,730.
Please contact Peter Cameron on 9230 4962 or Andrew Finch on 9230 4033 if you
have any queries.
Yours faithfully
encl
<PAGE>
- --------------------------------------------------------------------------------
APPOINTMENT
- --------------------------------------------------------------------------------
I, Richard James Heckman, a director of USFC Acquisition Inc. (Purchaser)
appoint Andrew Peter Hopkins Jones of c/- U.S. Filter (Australia) Pty Limited of
Unit 3/4 Skyline Place, Frenchs Forest, New South Wales as my agent to sign the
Part A statement of Purchaser for the takeover scheme in respect of ordinary
shares in Memtec Limited (ACN 002 490 208).
Dated 18 September 1997
/s/ RICHARD JAMES HECKMAN
- -------------------------
Richard James Heckman
<PAGE>
- --------------------------------------------------------------------------------
A copy of this Part A statement was registered by the Australian Securities
Commission (ASC) on 19 September 1997. The ASC takes no responsibility as to
its contents.
PART A STATEMENT
STATEMENT BY PURCHASER
PURSUANT TO PARTS 6.3 AND 6.12 OF THE CORPORATIONS LAW
1. PROPOSED TAKEOVER OFFERS
USFC Acquisition Inc. (PURCHASER), a Delaware corporation and wholly-owned
subsidiary of U.S. Filter Corporation, a Delaware corporation (PARENT), proposes
making takeover offers under a Takeover Scheme in respect of all of the fully
paid ordinary shares (COMPANY SHARES) of A$2.50 each in the capital of Memtec
Limited (ACN 002 490 208) (COMPANY), including:
. American Depositary Shares representing Company Shares issued by the Bank
of New York as depositary (COMPANY ADSs); and
. those Company Shares issued during the term of the Offer pursuant to the
exercise of any Company Options or otherwise.
Accompanying this Part A statement is a copy of one of the proposed Offers.
1.1 PARTICULARS OF THE PROPOSED OFFERS
(a) The Offers will extend to all persons registered as holders of Company
Shares and Company ADSs at 9:00 am Sydney time (which will be 7:00 pm
New York City time the previous day) on the date of the Offers and to
persons who become registered as holders of Company Shares and Company
ADSs prior to the expiry of the Offer Period, including those who become
registered as a result of the exercise of Company Options.
(b) The consideration to be offered for each Company Share and each Company
ADS is US$30 cash.
(c) The Offers will also extend to Company Shares issued by Company during
the Offer Period pursuant to the exercise of Company Options (or
otherwise) and, for that purpose, a copy of the Offer will be sent to
each holder of Company Options registered in the register of option
holders of Company at 9:00 am Sydney time (which will be 7:00 pm New
York City time the previous day) on the date that the Offer is made.
According to Company's Preliminary Final Report issued to the ASX on 12
September 1997, as at 30 June 1997 there were 653,998 Company Options
outstanding. Purchaser will provide a copy of the Offer to any person
to whom an Offer has not already been sent and who becomes registered as
a holder of Company Shares, Company ADS or Company Options within 2
business days of becoming aware of the name and address of that person.
(d) Where a Company Share is represented by a Company ADS, the Offer may be
accepted in accordance with its terms either in respect of the Company
ADS or in respect of the Company Share which that Company ADS represents
and such an acceptance in respect of a Company ADS shall constitute
acceptance in respect of the Company Share which it represents.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 2
- --------------------------------------------------------------------------------
(e) All persons to whom the Offers are made and who accept the Offers
will be permitted to withdraw their acceptances at any time up
until the expiry of the Offer Period. The right to withdraw an
acceptance of the Offers is derived from the Exchange Act, and more
details of it can be found in section 4 of the Offers.
(f) An Offer may be accepted in respect of all or some only of a
holder's Company Shares and/or Company ADSs.
2. OFFER PERIOD
The Offers are intended to remain open for the period commencing on the
date the Offers will bear and ending at 5.00 pm Sydney time (which will be
1:00 am New York City time) on the day which is one month after that date
unless they are withdrawn, or that period is extended, in accordance with
the Offers and as permitted by the Corporations Law and the Exchange Act.
3. DIRECTORS OF PURCHASER
The names, occupations and business addresses of the directors of
Purchaser are as follows:
<TABLE>
<CAPTION>
NAME OCCUPATION BUSINESS ADDRESS
- ---- ---------- ----------------
<S> <C> <C>
Richard James Heckmann Executive. 40-004 Cook Street,
Palm Desert,
California, USA 92211
Damian Cosimo Georgino General counsel. 40-004 Cook Street,
Palm Desert,
California, USA 92211
Kevin Lynn Spence Executive. 40-004 Cook Street,
Palm Desert,
California, USA 92211
</TABLE>
4. SUMMARY OF PRINCIPAL ACTIVITIES OF PURCHASER
4.1 Purchaser was formed for the purpose of acquiring Company Shares and
Company ADSs. It is incorporated in Delaware, U.S.A., and is a wholly-
owned subsidiary of Parent. It has an issued share capital of
US$1,000, consisting of 1,000 fully paid shares of common stock with a
par value of US$0.01 per share, issued at US$1.00 each.
Apart from making the Offers, Purchaser has not carried on any other
activity. Apart from making the Offers, holding the Company Shares and
Company ADSs acquired under the Offers and other transactions
contemplated by the Offers, it is not expected that Purchaser will
before the expiry of the Offer Period engage in any activities.
Parent is a Delaware corporation, the securities of which are traded
on the New York Stock Exchange. As at 12 September 1997, the market
capitalisation of Parent was approximately US$3 billion.
As at 31 March 1997, Parent and its subsidiaries had:
(i) total assets of US$2,228 million on a consolidated basis; and
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 3
- --------------------------------------------------------------------------------
(ii) net assets of US$1,029 million on a consolidated basis.
4.2 The principal activities of the group of which Parent is the holding
company (the PARENT GROUP) are summarised below.
The Parent Group is a global provider of industrial and municipal
water and wastewater treatment systems, products and services, with an
installed base of systems that Parent believes is one of the world's
largest. The Parent Group is also a provider of service deionization
("SDI") and outsourced water services, including the operation of
water and wastewater treatment systems at customer sites. The Parent
Group is actively involved in the development of privatisation
initiatives for municipal wastewater treatment facilities, principally
in the United States of America, Mexico and Canada. The Parent Group
sells equipment and provides services to its customers through more
than 450 locations around the world. The Parent Group also markets a
line of water distribution, sewer and stormwater equipment and related
supplies through a network of over 110 service centres in the United
States of America. In addition, the Parent Group sells, installs and
services a wide range of water treatment and water-related products
and services for the residential and consumer markets.
For the fiscal year ended 31 March 1997, the Parent Group had
consolidated revenue of US$1,377 million and net income of US$46.2
million (using U.S. Generally Accepted Accounting Principles).
In Australasia, the Parent Group operates through U.S. Filter
(Australia) Pty Limited (U.S. FILTER AUSTRALIA), formerly known as the
Permutit Company, which, in turn, has three operating subsidiaries:
Johnson Filtration Systems (Australia) Pty Limited, Wallace & Tiernan
Pacific Pty Limited and U.S. Filter (New Zealand) Pty Limited.
U.S. Filter Australia markets a range of Parent's industrial and
municipal products and services within Australia, including:
. the design, manufacture, supply, installation, commissioning and
service of water and wastewater treatment plants and equipment to
municipal and industrial customers;
. the design, manufacture and supply of a wire screen product ("V-
Wire") from Johnson Filtration Systems (Australia) Pty Limited's
manufacturing facility in Brisbane; and
. the manufacture and supply of chemical and chlorination metering
equipment through Wallace & Tiernan Pacific Pty Limited.
Additionally, the managing director of U.S. Filter Australia is vested
with management responsibility for the Asia Pacific region, comprising
(in addition to Australia) New Zealand, the Pacific Islands and
Philippines.
Further details of the Parent Group, including summary financial
information, are contained in the Offers.
5. PURCHASER'S ENTITLEMENT IN COMPANY
As at the date of this Part A statement, Purchaser is entitled (within the
meaning of the Corporations Law) to 534,600 Company Shares, being
approximately:
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 4
- --------------------------------------------------------------------------------
(a) 5.18% of the 10,317,348 Company Shares on issue as at 30 June 1997;
and
(b) 4.87% of the 10,971,346 Company Shares on a fully diluted basis.
6. TRANSACTIONS IN COMPANY BY PURCHASER OR ITS ASSOCIATES DURING PREVIOUS
FOUR MONTHS
In the four months ending on the day immediately before the day on which
this Part A statement was lodged for registration with the ASC, there have
been no acquisitions or disposals of Company Shares or Company ADSs by
Purchaser or any of its associates except as set out below.
<TABLE>
<CAPTION>
PERSON DATE ACQUISITION/ NO. OF PRICE PER FROM
DISPOSAL SHARES/ADSs SHARE/ADS
<S> <C> <C> <C> <C> <C>
Tim L Traff 22.5.97 Acquisition 5,000 US$22.81 On-market
Tim L Traff 27.5.97 Acquisition 20,000 US$23.18 On-market
Tim L Traff 28.5.97 Acquisition 10,000 US$23.18 On-market
Tim L Traff 6.6.97 Acquisition 5,000 US$22.25 On-market
Tim L Traff 13.6.97 Disposal 8,000 US$24.31 On-market
Tim L Traff 16.6.97 Disposal 32,000 US$24.59 On-market
James E Clark 25.7.97 Disposal 5,000 US$29.50 On-market
Tim L Traff 1.8.97 Acquisition 5,000 US$27.06 On-market
Tim L Traff 1.8.97 Acquisition 200 US$26.56 On-market
Tim L Traff 4.8.97 Acquisition 5,000 US$27.31 On-market
Richard J Heckmann 19.8.97 Acquisition 5,000 US$20.38 On-market
James E Clark 19.8.97 Acquisition 5,000 US$19.75 On-market
Parent 19.8.97 Acquisition 6,000 US$19.75 On-market
Parent 19.8.97 Acquisition 6,500 US$19.62 On-market
Parent 19.8.97 Acquisition 7,500 US$19.56 On-market
Parent 20.8.97 Acquisition 5,000 US$20.37 On-market
Parent 20.8.97 Acquisition 5,000 US$20.43 On-market
Parent 20.8.97 Acquisition 15,000 US$20.50 On-market
Parent 21.8.97 Acquisition 18,500 US$20.50 On-market
Parent 22.8.97 Acquisition 30,000 US$20.43 On-market
Parent 22.8.97 Acquisition 35,000 US$20.62 On-market
Parent 25.8.97 Acquisition 50,000 US$20.50 On-market
Parent 25.8.97 Acquisition 5,000 US$20.00 On-market
Parent 25.8.97 Acquisition 155,000 US$20.37 On-market
Parent 26.8.97 Acquisition 5,000 US$20.06 On-market
Parent 27.8.97 Acquisition 50,000 US$20.37 On-market
Parent 2.9.97 Acquisition 10,000 US$20.00 On-market
Parent 2.9.97 Acquisition 15,000 US$20.12 On-market
Parent 4.9.97 Acquisition 10,000 US$21.06 On-market
Parent 4.9.97 Acquisition 15,000 US$21.13 On-market
Tim L Traff 12.9.97 Disposal 10,200 US$27.17 Off-market/*/
Parent 12.9.97 Acquisition 10,200 US$27.17 Off-market/*/
Richard J Heckmann 12.9.97 Disposal 5,000 US$20.38 Off-market/*/
Parent 12.9.97 Acquisition 5,000 US$20.38 Off-market/*/
James E Clark 12.9.97 Disposal 5,000 US$19.75 Off-market/*/
Parent 12.9.97 Acquisition 5,000 US$19.75 Off-market/*/
Parent 15.9.97 Acquisition 10,000 US$23.56 On-market
Parent 15.9.97 Acquisition 10,000 US$23.62 On-market
Parent 16.9.97 Acquisition 16,300 US$24.00 On-market
Parent 17.9.97 Acquisition 10,000 US$23.88 On-market
Parent 17.9.97 Acquisition 3,000 US$24.00 On-market
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 4
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
Parent 17.9.97 Acquisition 12,000 US$24.25 On-market
Parent 17.9.97 Acquisition 2,000 US$24.38 On-market
Parent 17.9.97 Acquisition 3,000 US$24.50 On-market
Parent 17.9.97 Acquisition 4,600 US$24.63 On-market
</TABLE>
/*/ The Company ADSs held by Tim L Traff, Richard J Heckmann and James E
Clark were transferred to Parent off-market at the price paid by those
persons to acquire the Company ADSs. The price per Company ADS paid by
Parent to Mr Traff represents the average cost to Mr Traff of acquiring
those Company ADSs.
The table set out above discloses acquisitions or disposals (within the
meaning of the Corporations Law) by Purchaser and its associates in the
four months ending on the day immediately before the day on which this Part
A statement was lodged for registration with the ASC. All of the
acquisitions and disposals disclosed in the above table related to Company
ADSs. As required by the Exchange Act Schedule B of the Offers discloses
the transactions by Parent in Company ADSs in that same period. The latter
information is incorporated into the above table.
7. TRANSACTIONS IN PURCHASER BY PURCHASER OR ASSOCIATES DURING PREVIOUS FOUR
MONTHS
In the four months ending on the day immediately before the day on which
this Part A statement was lodged for registration with the ASC, there have
been no acquisitions or disposals of shares in Purchaser by Purchaser or
any of its associates other than as set out below.
<TABLE>
<CAPTION>
PERSON DATE ACQUISITION/ NO. OF PRICE
DISPOSAL SHARES PER
SHARE
<S> <C> <C> <C> <C>
Parent 17.9.97 Acquisition by 1,000 US$1.00/**/
allotment of new shares
</TABLE>
/**/Consisting of US$0.01 par value and US$0.99 additional paid in capital.
8. PRE-EMPTION CLAUSES IN COMPANY'S CONSTITUTION
The constitution of Company, namely its memorandum and articles of association,
contains no restriction on the right to transfer Company Shares that has the
effect of requiring the holders of those Company Shares, before transferring
them, to offer them for purchase to members of Company or to any other person.
9. HOW CASH CONSIDERATION TO BE PROVIDED
The consideration for the acquisition of the Company Shares (including ADSs
representing those Company Shares) to which the Offers relate will be satisfied
wholly by payment of cash.
The maximum amount payable by Purchaser under the Offers for the Company Shares
and Company ADSs to which it is not entitled as at the date of this Part A
statement will be approximately US$315 million if:
(i) all the holders of Company Shares accept the Offers in respect of all
Company Shares (other than those Company ADSs representing Company
Shares for which an Offer for Company ADSs is accepted);
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 6
- --------------------------------------------------------------------------------
(ii) all the holders of Company ADSs accept the Offers in respect of all
Company ADSs (other than those representing Company Shares for which an
Offer for Company Shares is accepted);
(iii) all the holders of Company Options exercise their options and accept the
Offers in respect of all Company Shares issued upon that exercise; and
(iv) except the Company Shares issued upon exercise of the Company Options,
no other Company Shares are issued before expiration of the Offers.
Purchaser will obtain such amount by borrowing the amount required from Parent.
Parent has undertaken to Purchaser to lend Purchaser the whole of the amount
required to fund the acquisition. There are no conditions precedent to
Parent's obligation to lend Purchaser the amount required to fund the
acquisition.
Parent will obtain the amount required from its credit facilities. Parent has
received a commitment from BankBoston N.A. (COMMITMENT LETTER) to arrange the
provision of credit facilities of up to US$750 million (the CREDIT FACILITIES)
to refinance existing debt and for working capital and other general corporate
purposes, including acquisitions. BankBoston N.A. has agreed to underwrite
US$500 million of the Credit Facility and any remaining portion will be
syndicated. The Credit Facilities will permit Parent to make loans to
Purchaser for the purpose of paying the consideration payable under the Offers.
The Commitment Letter is subject to customary and usual conditions precedent,
including:
(1) the preparation, execution and delivery of formal documentation
satisfactory to the parties; and
(2) there being:
(A) no material misstatements in or omissions from the materials
previously furnished to the agent for the syndicate of financial
institutions for its review;
(B) no material adverse change in the business, operations, property,
condition (financial or otherwise), income or prospects of the
Parent since the date of the financial information previously
delivered to the agent; and
(C) no material adverse change in the U.S. senior loan syndication
market and no material changes in governmental regulation or
policy affecting the agent for the syndicate of financial
institutions or the financial institutions themselves or Parent
prior to closing of the financing.
The amounts available under the Credit Facilities will exceed the maximum
amount payable under the Offers (as described above) of approximately US$315
million. Parent has undertaken to Purchaser that the funds available to it
under the Credit Facilities, and which it will lend to Purchaser, will be
sufficient to satisfy that maximum amount. Other terms and conditions
applicable to the Commitment appear in section 9 of the Offers.
Because the Offers are made in U.S. dollars, there is no need to engage in, and
neither Purchaser nor Parent has engaged in, hedging activities to account for
exchange rate fluctuations in connection with the Offers.
10. NO PROPOSED BENEFITS TO OFFICERS OF COMPANY
In connection with the Offers:
(a) no prescribed benefit (as defined in the Corporations Law), other than
an excluded benefit (as defined in the Corporations Law), will or may be
given to a person in
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 7
- --------------------------------------------------------------------------------
connection with the retirement of a person from a prescribed office (as
defined in the Corporations Law) in relation to Company; and
(b) no prescribed benefit will or may be given to a prescribed person (as
defined in the Corporations Law) in relation to Company in connection
with the transfer of the whole or any part of the undertaking or
property of Company.
11. NO OTHER AGREEMENTS WITH DIRECTORS OF COMPANY
There is no other agreement made between Purchaser and any of the directors of
Company in connection with or conditional upon the outcome of the Offers.
12. CHANGES IN COMPANY'S FINANCIAL POSITION
So far as is known to Purchaser, the financial position of Company has not
materially changed since 30 June 1996 (being the date of Company's last balance
sheet laid before Company in general meeting) other than as described in the
disclosures by Company to ASX since that date. Purchaser considers the
information summarised below to be material in the context of those
disclosures. However, this is merely a summary and holders of Company Shares
and Company ADSs should read each of the Appendices in Appendix A in its
entirety.
12.1 On 29 October 1996, Gelman Sciences announced its decision to terminate
the proposed merger with Company. Company received a termination fee
from Gelman of approximately US$3 million as a result of this
termination. A full copy of this announcement is contained in Appendix
A.1 of this Part A statement.
12.2 On 31 October 1996, Company announced to the ASX its first quarter
results (expressed in A$) for the period ended 30 September 1996. The
Form 10-Q (expressed in US$) released by Company to the ASX on 15
November 1996 relating to that first quarter of fiscal 1997 disclosed
the following:
(a) Net sales increased to US$57.9 million, a 65% improvement over the
corresponding quarter to 30 September 1995. Approximately 58% of
this increase was a result of the inclusion of the Seitz business
which was acquired in April 1996.
(b) Backlog at 30 September 1996 was US$74 million, a 34% increase
over 30 September 1995.
(c) Operating profit increased to US$2.9 million, an 80% improvement
over the corresponding quarter to 30 September 1995. 96% of this
increase was a result of the inclusion of the Seitz business.
(d) Net cash provided by operations was US$0.8 million, an increase
from a net cash loss of US$0.1 million in the corresponding
quarter to 30 September 1995.
(e) Capital expenditures related to Fluid Dynamic's Florida plant
expansion and the repayment of borrowings were the major reasons
for an overall US$5.6 million decrease in cash over the quarter.
(f) Net assets were US$174.7 million as at 30 September 1996,
including US$67.6 million of net intangible assets.
A full copy of the 31 October 1996 announcement is contained in Appendix
A.2.1 and a full copy of the Form 10-Q is contained in Appendix A.2.2 of
this Part A statement.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 8
- --------------------------------------------------------------------------------
12.3 On 16 January 1997, Company announced the following to the ASX:
(a) A 5 week delay in capacity additions to the Fluid Dynamic's
manufacturing facility in Deland, Florida, which resulted in a
shortfall in output. In value terms, the lost output was equal to
approximately two weeks of the planned annual value of production
at the plant. Despite a negative effect on the financial
performance of the Fluid Dynamics Division for the December 1996
quarter, the facility qualified a 33% increase in metal fibre
production capacity at planned production rates and the pre-
existing production capacity was also running to plan.
(b) That it would book a significant one time profit in the then
current quarter as a consequence of the termination payment
received from Gelman Sciences when Gelman withdrew from merger
negotiations with Company.
A full copy of this announcement is contained in Appendix A.3 of this
Part A statement.
12.4 On 22 January 1997, Company reported that NKK, a major Japanese
engineering company, had received an order from the township of Asuke in
central Japan to supply an NKK-COMPANY water purification system. The
system uses Company's M10C CMF filters and will process up to 1,200,000
litres of water per day. A full copy of this announcement is contained
in Appendix A.4 of this Part A statement.
12.5 On 28 January 1997, Company announced the opening of the 100,000 square
feet capacity expansion at the Fluid Dynamics Business Group's Deland,
Florida plant. It also announced first production from the expansion
was expected to be shipped in mid-February. In addition, in the few
months prior to 28 January 1997, Company received three significant
orders for polymer fibre processing filtration from PT Polysindo Eka
Perkasa in Indonesia, Nan Ya Plastics Corporation in Taiwan, and
Zimmer/Unifi of North Carolina. In conjunction with Company's regular
Fluid Dynamics business, the orders raised Company's backlog to record
levels. A full copy of this announcement is contained in Appendix A.5
of this Part A statement.
12.6 On 31 January 1997, Company announced to the ASX its second quarter
results (expressed in A$) for the period ended 31 December 1996. The
Form 10-Q (expressed in US$) released by the Company to the ASX on 14
February 1997 relating to that second quarter of fiscal 1997 disclosed
the following:
(a) Net sales for the quarter increased to US$59.3 million, a 48%
improvement over the corresponding quarter in 1995. Seitz
accounted for 37% of the growth. Net sales for the half-year
ended 31 December 1996 were US$117 million, a 56% increase over
net sales for the corresponding period in 1995. The quarterly and
half-yearly results included the results for Seitz, which was
being acquired in April 1996 and which results were not included
in the prior corresponding periods.
(b) Backlog at 31 December 1996 was US$79 million, a 16% increase over
31 December 1995.
(c) Operating profit for the quarter ended 31 December 1996 increased
by 90% from $2.2 million in 1995 to $4.2 million in 1996.
Operating profit for the half-year ended 31 December increased by
86% from US$3.8 million in 1995 to US$7.1 million in 1996. The
quarterly and half-yearly operating profit results included a fee
in relation to the terminated Gelman Sciences
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 9
- --------------------------------------------------------------------------------
merger. The approximately US$3 million fee increased operating
profit by US$1.7 million after the deduction of merger related
expenses.
(d) Net cash provided by operations was US$5.7 million, up from US$0.6
million in the corresponding half-year ended 31 December 1995.
(e) Capital expenditures of $9.4 million in the half-year were
principally in the U.S. to expand and upgrade the Fluid Dynamic's
manufacturing facility at Deland, Florida. Additional capital
expenditures were also made to expand the manufacturing capacity
of Filterite in Baltimore, Maryland and Memcor in Windsor
Australia.
(f) Net assets were US$175.7 million as at 31 December 1996, including
US$64.6 million of net intangible assets.
A full copy of the 31 January 1997 announcement is contained in Appendix
A.6.1 and a full copy of the Form 10-Q is contained in Appendix A.6.2 of
this Part A statement.
12.7 On 7 February 1997, Company announced it had been awarded a contract in
excess of US$4 million to supply its Continuous Microfiltration products
for the upgrading of the Tauranga plant in New Zealand's north island.
A full copy of this announcement is contained in Appendix A.7 of this
Part A statement.
12.8 On 12 February 1997, Company announced to the ASX the signing of a new
US$60 million multi-option, multi-currency facility agreement between
Commonwealth Bank of Australia, Company, Memtec America Corporation and
Memtec Finance Inc. The facility provides Company with credit
facilities for working capital, capital expenditure and future
unidentified acquisitions, as well as letter of credit, bank guarantee
and performance bond facilities. The facility is based and managed in
the U.S., but is flexible to be drawn down in a wide range of currencies
and countries depending on Company's requirements. A full copy of this
announcement is contained in Appendix A.8 of this Part A statement.
12.9 On 17 February 1997, Company announced to the ASX Melbourne Water had
chosen its Continuous Microfiltration technology for two of its water
treatment plants. A full copy of this announcement is contained in
Appendix A.9 of this Part A statement.
12.10 On 14 March 1997, Company released its half-yearly report to the ASX
(expressed in A$ and reported using Australian Generally Accepted
Accounting Principles). The report disclosed the following:
(a) Sales increased to A$147.7 million, a 45% improvement over the
prior corresponding half year.
(b) Operating profit before abnormal items and tax increased to A$2.6
million, a 27% improvement over the prior corresponding half year.
Profits before tax were assisted by an A$2.2 million abnormal
item. The abnormal item was related to Gelman Sciences decision
to terminate a merger agreement with Company. Company was paid a
A$3.78 million fee which was A$2.2 million for after deduction of
merger related expenses.
(c) Net operating cash flows were A$7.2 million, which increased from
A$2.0 million in the prior corresponding half year.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 10
- --------------------------------------------------------------------------------
(d) Net cash used in investing activities totalled A$12.1 million, up
A$6.7 million due to increased capital expenditures. Cashflow for
the period was a net outflow of A$9.5 million.
(e) Net assets were A$207.1 million as at 31 December 1996, including
A$77.1 million of net intangible assets.
A full copy of the half yearly report is contained in Appendix A.10 of
this Part A statement.
12.11 On 21 March 1997, Company announced to the ASX an expansion of its
Windsor, Australia plant from 77,000 square feet to 150,000 square feet
following rapid expansion of opportunities for its Memcor products and
backlog being at an all time high. A full copy of this announcement is
contained in Appendix A.11 of this Part A statement.
12.12 On 26 March 1997, Company's Board of Directors announced that it had
approved the construction of a three storey building to house the non-
manufacturing employees of Company's Filterite business group. The
building is expected to have a total of 45,000 square feet of floor
space and is expected to bring all the Filterite non-manufacturing
employees together in office accommodation. A full copy of this
announcement is contained in Appendix A.12 of this Part A statement.
12.13 On 29 April 1997, Company announced to the ASX its third quarter results
(expressed in A$) for the period ended 31 March 1997. The Form 10-Q
released on 13 May 1997 to the ASX (expressed in US$) relating to that
third quarter of fiscal 1997 disclosed the following:
(a) Net sales for the quarter increased to US$58.6 million, a 40%
improvement over the corresponding quarter in 1996. Nine month
net sales increased to US$175.8 million, a 50% improvement over
the first nine months of fiscal 1996.
(b) Backlog at 31 March 1997 was US$67 million, a 3% increase over 31
March 1996.
(c) Operating profit for the quarter ended 31 March increased by 31%
from US$3.4 million in 1996 to US$4.4 million in 1997. Nine month
operating profit increased by 60% from US$7.2 million in 1996 to
US$11.5 million in 1997.
(d) Net cash provided by operations was US$10.7 million, compared with
a net outflow of US$39,000 in the first nine months of fiscal
1996.
(e) Net cash used in investing activities for the nine months grew
from US$6.2 million in 1996 to US$15.5 million in 1997. Total
cash and cash equivalents decreased by US$10.6 million for the
period.
(f) Net assets were US$171.6 million as at 31 March 1997, including
US$62.4 million of net intangible assets.
A full copy of the 29 April 1997 announcement is contained in Appendix
A.13.1 and a full copy of the Form 10-Q is contained in Appendix A.13.2
of this Part A statement.
12.14 On 29 May 1997, Company announced to the ASX the acquisition of all of
the issued and outstanding shares of Vessel srl of Milan, Italy for
approximately US$3 million in
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 11
- --------------------------------------------------------------------------------
cash. A full copy of this announcement is contained in Appendix A.14 of
this Part A statement.
12.15 On 30 June 1997, Company announced to the ASX that a second order from a
Californian municipality had been received which would see the largest
Continuous Microfiltration/Reverse Osmosis waste water plant installed.
A full copy of this announcement is contained in Appendix A.15 of this
Part A statement.
12.16 On 11 July 1997, Company announced to the ASX that orders totalling in
excess of US$12 million for its Continuous Microfiltration products had
been received. A full copy of this announcement is contained in
Appendix A.16 of this Part A statement.
12.17 On 15 August 1997, Company announced to the ASX its full year results
for the year ended 30 June 1997 (expressed in US$ and using U.S.
Generally Accepted Accounting Principles), which disclosed the
following:
(a) Net revenues for the quarter ended 30 June 1997 increased 18% to
US$67.8 million. Net revenues for the year ended 30 June 1997,
increased 40% to US$243.6 million compared with US$174.5 million
for fiscal 1996.
(b) Operating profit for the quarter ended 30 June 1997 decreased 39%
to US$2.1 million. Operating profit for the year ended 30 June
1997, increased 28% to US$13.6 million compared with US$10.6
million for fiscal 1996.
(c) Income before taxes for the quarter ended 30 June 1997, decreased
68% to US$848,000 compared with US$2.7 million for the fourth
quarter of fiscal 1996. Income before taxes for the year ended 30
June 1997, increased 11% to US$8.8 million compared with US$7.9
million for fiscal 1996.
(d) Net income for the quarter ended 30 June 1997, was US$677,000 (7
cents per share) compared with US$3.1 million (30 cents per share)
for the quarter ended 30 June 1996. Net income for the year ended
30 June 1997, was US$7.5 million (73 cents per share) compared
with US$11.1 million ($1.18 per share) for the year ended 30 June
1996. This comparison was particularly affected by a large tax
benefit booked in the second quarter of fiscal 1996.
(e) Backlog at 30 June 1997 was US$74 million. Filterite backlog
increased 41% to US$8 million, Fluid Dynamics backlog decreased
50% to US$20 million, Memcor backlog increased 18% to US$40
million and Seitz backlog was unchanged at US$6 million.
(f) Net assets decreased to US$169.3 million as at 30 June 1997 from
US$171.5 million as at 30 June 1996.
(g) A further restructuring charge of US$2.3 million is expected to be
recorded in the first quarter of fiscal 1998.
(h) During the quarter, Filterite negotiated an agreement with a large
multinational to fund certain of Filterite's research and
development programmes. It is anticipated that this will
contribute an additional US$2 million to Filterite's revenues in
fiscal 1988.
A full copy of the 15 August 1997 announcement is contained in Appendix
A.17 of this Part A statement.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 12
- --------------------------------------------------------------------------------
12.18 On 12 September 1997, Company released its Preliminary Final Report the
year to 30 June 1997 to the ASX (expressed in A$ and in Australian
Generally Accepted Accounting Principles), which disclosed the
following:
(a) The fiscal 1997 sales increased to A$309.9 million, a 33%
improvement over fiscal year 1996.
(b) Operating profit before abnormal items and tax over the fiscal
year 1997 increased to A$8.5 million, a 6% improvement over fiscal
1996. Abnormal items in fiscal 1997 totalled a net less of
A$136,000 comprised of a net gain of A$2.0 million associated with
the Gelman Sciences termination fee and a net loss of $2.1 million
associated with restructuring changes and asset writedowns at
Company's French Filterite operations. Operating profit after tax
was A$7.0 million for fiscal 1997, up 2% from fiscal 1996.
(c) Net operating cash flows for the fiscal 1997 were A$22.8 million,
which increased from A$14,000 fiscal 1996.
(d) Net cash used in investing activities totalled A$29.2 million in
fiscal 1997, down from A$68.9 million fiscal 1996. Total cash as
at 30 June 1997 decreased A$13.4 million from 30 June 1996.
(e) Net assets were A$213.1 million as at 30 June 1997, including
A$83.2 million of net intangibles.
(f) A further restructuring charge of approximately A$3 million is
expected to be recorded in fiscal 1998 relating to further
restructuring.
A full copy of the Preliminary Final Report is contained in Appendix
A.18 of this Part A statement.
Further details of Company, and in particular summary financial information,
are contained in the Offers.
13. NO AGREEMENT BY PURCHASER TO TRANSFER SHARES UNDER OFFERS
There is no agreement whereby any Company Share (including Company ADSs
representing those Company Shares) acquired by Purchaser pursuant to the
Offers will or may be transferred to any other person.
14. NO ESCALATION CLAUSES
There is no agreement for the acquisition of Company Shares (including
Company ADSs representing those Company Shares) by Purchaser or by an
associate of Purchaser, under which the person, or either or any of the
persons, from whom Company Shares have been or are to be acquired, or an
associate of that person or of either or any of those persons, may, at
any time after an Offer is sent, become entitled to any benefit, whether
by way of receiving an increased price for those Company Shares or by
payment of cash or otherwise, that is related to, dependent upon, or
calculated in any way by reference to, the consideration payable for
Company Shares acquired after the agreement was entered into.
15. OTHER MATERIAL INFORMATION
(a) GENERAL
There is no other information material to the making of a decision
by an offeree whether or not to accept Purchaser's Offer (being
information that is known to
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 13
- --------------------------------------------------------------------------------
Purchaser and has not previously been disclosed to the holders of
Company Shares or Company ADSs) other than:
(i) as disclosed in this Part A statement;
(ii) as contained in the Offers; or
(iii) as set out in the Appendices to this Part A statement.
(b) CROSS-BORDER ISSUES: ASC EXEMPTIONS & MODIFICATIONS
Although Company is incorporated in New South Wales, Company Shares and
Company ADSs are registered under the Exchange Act. By reason of that
registration, the Takeover Scheme is required to comply with the
requirements of the Exchange Act as well as those of the Corporations
Law. The requirements of the Exchange Act and the Corporations Law
conflict in several respects and Purchaser has obtained from the ASC
certain modifications to or exemptions from Chapter 6 of the
Corporations Law as well as certain relief from the SEC to permit the
Offers to be made in accordance with the requirements (as varied by
those modifications, exemptions and relief) of both jurisdictions. In
consequence, the Takeover Scheme differs in several respects from usual
takeover schemes in Australia:
(i) Extension of Offers following variation: The Exchange Act permits
an offer to be extended at a time when it is still subject to
defeating conditions. Additionally, the Exchange Act requires
that an offer remain open for at least 10 U.S. business days after
notice of an increase in the consideration being offered is first
published or sent to security holders. The ASC has granted
Purchaser relief from section 656(1) Corporations Law to permit
the Offer to be extended at any time before the end of the offer
period without the offer at the time of extension being free of
defeating conditions. The relief requires that a notice of
extension be given by press release via generally accepted media
channels, by public announcement to ASX and that the requirements
of section 657(1) Corporations Law be observed, which require
signing (in the same manner as a Part A Statement is required to
be signed), registration by the ASC, service upon Company and
dispatch to each holder of Company Shares and Company ADSs of a
notice of variation. Additionally, any extension must, if
effected less than 7 days before the last day (but for such
extension) of the Offer Period, be for a minimum of 5 business
days.
(ii) Declaring Free from conditions in last 7 days/Extension: In
Australia, an offeror can only declare a takeover offer free from
defeating conditions if it is a term of the offer that the offeror
may do so not less than 7 days before the end of the offer period
and if the Offeror does so in accordance with that term. There is
no similar restriction in the U.S. The ASC has granted Purchaser
relief from section 663(2) Corporations Law to permit that
declaration to be made at any time before the end of the Offer
Period. The relief requires that a notice of extension be given
by press release via generally accepted media channels or other
public announcement to ASX and that the requirements of
subsections 663(3) and 663(4) Corporations Law be observed, which
will require that a notice stating that the Offers are free from
defeating conditions and specifying Purchaser's level of
entitlement in Company Shares (including Company ADSs representing
those Company Shares). SEC policy requires that an offer be
extended, if necessary, so that it remains open for at least 5
U.S. business days following waiver of material conditions.
Purchaser intends to extend the Offer Period (if necessary)
consistent with that policy if the Offers are declared free from
any defeating condition.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 14
- --------------------------------------------------------------------------------
(iii) Updating Part A statement & Offer material information: The
Exchange Act requires that the Offer contain certain material
information and that the Offer be dated as at the date of
dispatch. The Part A statement, which must also contain certain
material information, must be served at least 14 days prior to the
dispatch of the Offers. The Purchaser will, prior to dispatch of
the Offers, apply to the ASC for relief to enable:
(A) the Part A statement to be updated with material changes in
that information which occur between the date of service of
the Part A statement on Company and the date of dispatch of
the Offers; and
(B) the copies of the Offers as dispatched to differ from the
draft Offer accompanying this Part A statement.
Any relief of that kind given by the ASC is, under ASC policy,
conditional upon the period in which Company has to respond to the
Part A statement in a Part B statement being extended for a period
which the ASC deems appropriate.
(iv) Content of draft Offer: The ASC has modified section 637(1)(b)
Corporations Law so as to permit a copy of one of the proposed
Offers accompanying this Part A statement to omit any date or
information required to be contained in the Offer under the
Exchange Act which is unknown as at the date of this Part A
statement.
(v) Currency of consideration offered/Election and Default Election:
The ASC has granted relief to the application of section 636
Corporations Law to allow the Offer, which will be made in U.S.
dollars, to give every holder of Company Shares or Company ADSs
(wherever situated) the right to elect to receive Australian
dollars on the basis of the US$:A$ exchange rate available on the
day the Purchaser makes funds available for payment under the
Offer. If no election is made, holders of Company ADSs will be
paid in U.S. dollars and holders of Company Shares will be paid in
Australian dollars. Further details of the operation of this
mechanism is contained in section 3.2 of the Offer. That
exemption also allows the Offers to stipulate that U.S. offerees
who accept offers in respect of certificated Company Shares must
do so by delivering a form of acceptance and transfer to an agent
of Purchaser in the U.S.
(vi) Acceptance of Offers through CHESS or by Acceptance & Transfer:
The ASC has granted Purchaser relief from the application of
sections 642A and 650 Corporations Law to permit acceptances of
the Offer to be effected through CHESS or through any other means
permitted by the Offer (that is, by the traditional means of form
of acceptance and transfer) and to omit the requirement that an
offeree holding shares on more than one account or distinct
portion provide a notice that the shares are so held and that the
offeree accept in a particular way.
(vii) Offers for Company Shares resulting from Options/New issues: The
ASC has granted Purchaser relief to permit the Offer to extend to
Company Shares which come into existence during the period before
the Offer closes, by reason of the exercise of the Company Options
or otherwise.
Under this relief, and the terms of the proposed Offers, the issue
of Company Shares before expiration of the Offer Period, other
than pursuant to the
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 15
- --------------------------------------------------------------------------------
exercise of Company options, will constitute a prescribed
occurrence and the Offers will be conditional upon no prescribed
occurrence occurring.
(viii) Compulsory acquisition of later issued Company Shares: If
Purchaser:
(A) is able to acquire compulsorily Company Shares under
section 701 Corporations Law; and
(B) following that compulsory acquisition, becomes entitled to
more than 90% of Company Shares on a fully diluted basis,
Purchaser will seek a modification to the Corporations Law
pursuant to the ASC's Policy Statement 126 to permit Purchaser to
compulsorily acquire Company Shares issued after the
expiry of the Offer Period following the exercise of Company
Options.
(ix) Withdrawal rights/Disposal of shares during Offer Period: The ASC
has granted Purchaser relief from the application of section 686
Corporations Law to permit "disposals" of Company Shares by
Purchaser to the extent that the exercise of the withdrawal rights
referred to in section 1.1(c), above (and section 4 of the Offer),
by holders of Company Shares or Company ADSs constitutes a
"disposal" under section 686 Corporations Law.
(x) U.S. backup withholding tax: The ASC has granted Purchaser an
exemption from the operation of section 636 Corporations Law to
permit Purchaser, if required by the U.S. Internal Revenue Code of
1986, as amended, to withhold amounts from the consideration
payable to holders of Company Shares and Company ADSs accepting
the Offers. Details of the operation of U.S. federal backup
withholding tax are contained in paragraph 15(b), below, and the
"Introduction and Offer" and section 5.1 of the Offer.
(xi) Single class of securities: Purchaser has obtained a modification
from the ASC to sections 634 and 636 Corporations Law to permit
single Offers to relate and be sent to both holders of Company
Shares and holders of Company ADSs.
Additionally, Purchaser has obtained the following relief from the ASC:
(xii) Signature by agent: Relief to permit the signature of this Part A
statement by agents of directors of the Purchaser.
(xiii) Business addresses of Purchaser's directors: Relief to allow only
the business addresses of Purchaser's directors to appear in this
Part A statement.
(xiv) Entitlement of independently managed superannuation funds: Relief
to permit non-disclosure (except where Purchaser has actual
knowledge) in sections 5 and 6 of this Part A statement of
holdings or dealings (if any) in Company Shares or Company ADSs
by:
(A) independently managed superannuation funds for the benefit
of Purchaser's employees where the relevant interest of all
such funds is less than 5% of Company; and
(B) offshore related bodies corporate of Purchaser and their
directors and secretaries which were not involved in the
planning or progress of the Offers.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 16
- --------------------------------------------------------------------------------
(xv) Registration and service on same day: Purchaser has obtained a
modification to section 644 Corporations Law to permit this Part A
statement and the Offer to be served on Company on the day they
are registered by the ASC.
The exemptions and modifications of the application of the Corporations
Law granted by the ASC and outlined above are set out in full in
Appendix B to this Part A statement, to which reference should be made.
(c) CERTAIN FEATURES OF THE OFFERS ARISING UNDER U.S. LAW
In addition to the differences between Australian and U.S. law canvassed
in paragraph (b), above, the Offer differs from the usual kind of
Australian takeover offer because of the right of withdrawal given to
offerees, as described in section 1.1(e), above and in section 4 of the
Offers.
(d) U.S. BACKUP WITHHOLDING TAX
Payments made to a holder of Company Shares or Company ADSs pursuant to
the Offers may be subject to information reporting to the U.S. Internal
Revenue Service and to U.S. federal backup withholding tax at the rate
of 31% on the gross amount of such payments. Backup withholding will
generally not apply to a holder who furnishes a correct taxpayer
identification number or a certificate of foreign status and makes
certain other required certifications, or who is otherwise exempt from
backup withholding (e.g., a U.S. corporation). To avoid information
reporting and backup withholding, holders of Company Shares and/or
Company ADSs are referred to the section entitled "Information Reporting
and Backup Withholding" in section 5.1 of the Offers.
(e) TAXATION ISSUES
Tax considerations may be relevant to the decision by an offeree whether
or not to accept an Offer. Details of taxation implications for
offerees are contained in section 5 ("Certain Tax Consequences") of the
Offers.
(f) REMOVAL OF COMPANY ADSs FROM NASDAQ AND LISTING ON NYSE
On 10 September 1997, Company announced that it intended to procure the
removal of the Company ADSs from trading on the NASDAQ National Market
and have them listed instead on the New York Stock Exchange, effective
23 September 1997. A full copy of this announcement is contained in
Appendix C to this Part A statement.
(g) PURCHASER WILL SEEK SATISFACTION OF REGULATORY CONDITIONS: FIRB
To the extent that the Offers are conditional upon certain regulatory
approvals, Purchaser will take all reasonable steps to ensure that the
approvals are granted as promptly as possible. Purchaser will within 2
business days of the date of this Part A statement lodge with the
Foreign Investment Review Board an application for approval of the
Offers under the Foreign Acquisitions and Takeovers Act 1975.
16. PURCHASER'S INTENTIONS ABOUT BUSINESS, ASSETS AND EMPLOYEES OF COMPANY
16.1 INTENTION TO COMPULSORILY ACQUIRE
It is Purchaser's present intention that, if following the close of the
Offer, Purchaser becomes entitled to compulsorily acquire the Company
Shares, Purchaser will proceed to compulsorily acquire those shares.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 17
- --------------------------------------------------------------------------------
Additionally, Purchaser will be seeking relief from the ASC after the
expiry of the Offer Period pursuant to the ASC's Policy Statement 126 to
permit compulsory acquisition at a later date of Company Shares issued
following the exercise of the Company Options, assuming the conditions
necessary for compulsory acquisition are satisfied under the Offers.
16.2 INTENTIONS IF PURCHASER ACQUIRES 100% OF COMPANY SHARES
If under the Offer and the operation of the compulsory acquisition
provisions of the Corporations Law Purchaser obtains ownership of all
the issued Company Shares (including Company ADSs representing those
Company Shares), Purchaser presently intends to do the following:
(a) Purchaser will in the ordinary course of its management, review
the activities, assets and labour force of Company to evaluate
performance, profitability and prospects in the light of the
information then available to it. This operational review will
focus on identifying opportunities to improve productivity and
competitiveness.
(b) Subject to the operational review referred to in paragraph (a),
Purchaser presently intends to:
(i) continue the business of Company;
(ii) remove all of the Board of Directors of Company and seek
the appointment of nominees of Purchaser;
(iii) continue to operate the existing Company businesses and
integrate them into the Parent Group;
(iv) achieve synergies by the elimination of any duplication
arising as a result of the acquisition of Company in areas
such as head office functions;
(v) combine Parent Group's and Company's technical and
managerial skills and resources for the benefit of their
combined businesses;
(vi) review the capital funding requirements of Company with a
view to utilising the larger balance sheet of the Parent
Group and more favourable financing terms which Purchaser
expects would be available to the Parent Group;
(vii) have Company removed from official quotation on the ASX and
the New York Stock Exchange; and
(viii) terminate the registration of the Company Shares and
Company ADSs under the Exchange Act.
(c) If the steps referred to in paragraph (b) are implemented, some
head office employees of Company may be redundant, particularly as
a result of achieving synergies by the elimination of any
duplication in respect of certain public company reporting
functions.
Apart from the matters listed above, Purchaser does not presently intend
to make other changes to Company, Company's business (including
deployment of fixed assets) or Company's employees.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 18
- --------------------------------------------------------------------------------
16.3 INTENTIONS IF PURCHASER ACQUIRES LESS THAN 100% OF COMPANY SHARES
If at the expiry of the Offer Period, Purchaser obtains ownership of a
majority of all the issued Company Shares (including Company ADSs
representing those Company Shares) on a fully diluted basis, Purchaser
presently intends to do the following, subject to Company's articles of
association, and applicable laws and regulations:
(a) conduct a review of the kind detailed in clause 16.2(a), above;
(b) subject to that review, attempt to procure that the Board of
Directors of Company:
(i) seek the appointment of nominees of Purchaser to the Board
of Directors of Company in such a proportion as at least
equates to Purchaser's shareholding interest in Company;
(ii) continues to operate the businesses of Company and not make
any major changes to the businesses of Company or make any
redeployment of the fixed assets of Company;
(iii) co-ordinate Parent Group's and Company's technical and
managerial resources for the benefit of their combined
businesses, the provision of such resources by one to the
other will be on arm's length terms;
(iv) when and to the extent permitted by the ASX and the New
York Stock Exchange (as the case may be), seek to have
Company removed from official quotation on the ASX and the
New York Stock Exchange; and
(v) when and to the extent permitted by the Exchange Act, seek
to terminate the registration of the Company Shares and
Company ADSs under the Exchange Act.
(c) If the steps referred to in paragraph (b) are implemented, some
head office employees of Company may be redundant, particularly as
a result of achieving synergies by the elimination of any
duplication in respect of certain public company reporting
functions. However, it is likely that there will be fewer
redundancies than if Company becomes a wholly-owned subsidiary of
Purchaser since it will not be possible to eliminate to the same
extent duplication in relation to, for example, certain public
company reporting functions.
Apart from the matters listed above, Purchaser does not presently intend
to make other changes to Company, Company's business (including
deployment of fixed assets) or Company's employees.
16.4 The intentions of Purchaser referred to in Clauses 16.2 and 16.3 have
been formed with reference to publicly available information but without
the benefit of any detailed review of Company's businesses. In
particular, Purchaser has not had access to all of the instruments and
agreements under which Company has financed its operations or engaged in
business ventures with other parties. It may be that one consequence of
the Offers being successful is that Company is in default or cross
default of those instruments and agreements, or that rights are brought
into existence allowing other parties to make claims against Company.
For example, Purchaser has not had access to all the terms of Company's
debt finance programmes. If the Offer is successful, those programmes
may entitle another party immediately to demand or accelerate payment of
the debt.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 19
- --------------------------------------------------------------------------------
Following the implementation of the operational review described in
Clause 16.2(a) or 16.3(a), it will be a matter for the Board of
Directors of Company to determine the extent to which the steps referred
to in Clauses 16.2 and 16.3 are to be implemented (if at all). The Board
of Directors of Company may only implement the steps in accordance with
all applicable, legal, regulatory, SEC, ASC, ASX and New York Stock
Exchange requirements and their fiduciary and statutory obligations
generally.
17. INTERPRETATION
17.1 In this Part A statement the following words have these meanings unless
the contrary intention appears or the context otherwise requires.
ASC means the Australian Securities Commission.
ASX means Australian Stock Exchange Limited.
COMPANY means Memtec Limited (ACN 002 490 208) incorporated in New South
Wales and having its registered office at Level 7, 5 Elizabeth Street,
Sydney, New South Wales, Australia.
COMPANY ADS means an American Depositary Share issued by the Bank of New
York as depositary (or any successor to Bank of New York) representing a
Company Share and COMPANY ADSs is the plural form of a Company ADS.
COMPANY OPTIONS means the options to acquire unissued fully paid
ordinary shares of A$2.50 each in the capital of Company issued to
employees of Company and all Rights attaching to them.
COMPANY SHARES means the fully paid ordinary shares of A$2.50 each in
the capital of Company and all Rights attaching to them.
CORPORATIONS LAW means the Australian Corporations Law.
EXCHANGE ACT means the U.S. Securities Exchange Act of 1934, as amended
and the Rules made thereunder.
FORM 10-Q means Company's Quarterly Report on Form 10-Q.
FULLY DILUTED BASIS means the number of Shares on issue assuming that
all Company Options had been exercisable and exercised and that Company
Shares had been issued by reason of that exercise.
OFFERS means the Offers referred to in Clause 1 and, if the context so
requires, the offer document accompanying this Part A statement and to
which this Part A statement relates, and OFFER means any one of the
Offers.
OFFER PERIOD means the period or extended period during which the Offers
are to remain open in accordance with Clause 1 of the Part A statement.
PART A STATEMENT means this statement of Purchaser pursuant to Part A in
Section 750 of the Corporations Law.
PARENT means Parent incorporated in Delaware and having its principal
executive offices at 40-004 Cook Street, Palm Desert, California, USA
92211.
PARENT GROUP means the group of companies of which Parent is the holding
company.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 20
- --------------------------------------------------------------------------------
PURCHASER means Purchaser incorporated in Delaware and having its
principal executive offices at 40-004 Cook Street, Palm Desert,
California, USA 92211.
RIGHTS means all accretions and rights attaching to or arising from
Company Shares after the date of service of this Part A statement on
Company (including, without limiting the generality of the foregoing,
all rights to receive dividends (other than the A$0.10 per Company Share
dividend declared by the Board of Directors of Company on 12 September
1997) and to receive or subscribe for shares, stock units, notes or
options and all other distributions or entitlements declared, paid or
issued by Company after that date).
SEC means the U.S. Securities and Exchange Commission.
SYDNEY TIME means Australian Eastern Standard Time or, if applicable,
Australian Eastern Summer Time.
TAKEOVER SCHEME means the takeover scheme constituted in accordance with
Division 1 of Part 6.3 of the Corporations Law pursuant to which
Purchaser proposes to make offers to acquire all the Company Shares.
U.S. means the United States of America.
U.S. BUSINESS DAY means any day other than a Saturday, Sunday, U.S.
Federal holiday and consists of the time period from 12:01 am through
12:00 midnight, New York City time or Sydney time, as the case may be on
that day.
A$ means Australian Dollars.
US$ means U.S. Dollars.
17.2 Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply unless the context requires
otherwise.
(a) The singular includes the plural and conversely.
(b) A gender includes all genders.
(c) Where a word or phrase is defined, its other grammatical forms have
a corresponding meaning.
(d) A reference to a person includes a body corporate, an
unincorporated body or other entity and conversely.
(e) A reference to any legislation or to any provision of any
legislation includes any modification or re-enactment of it, any
legislative provision substituted for it and all regulations and
statutory instruments issued under it.
(f) A reference to a right or obligation of any two or more persons
confers that right, or imposes that obligation, as the case may be,
jointly and severally.
(g) A term not specifically defined in this Part A statement has the
meaning given to it (if any) in the Corporations Law.
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 21
- --------------------------------------------------------------------------------
DATED 18 September 1997.
SIGNED by Damian Cosimo Georgino and Richard James Heckmann (by his agent
authorised in writing, Andrew Peter Hopkins Jones), being two directors of
Purchaser authorised to sign this Part A statement by a resolution passed at a
meeting of the directors.
/s/ Damian Cosimo Georgino /s/ Richard James Heckmann
- -------------------------- ---------------------------
Damian Cosimo Georgino Richard James Heckmann
Director Director
- --------------------------------------------------------------------------------
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 22
- --------------------------------------------------------------------------------
APPENDIX A
COMPANY ANNOUNCEMENTS TO THE ASX
- --------------------------------------------------------------------------------
<PAGE>
Appendix A.1
[LETTERHEAD OF MEMTEC LIMITED]
October 29, 1996
Australian Stock Exchange Limited
Companies Announcements Office
Level 7, 20 Bond Street
Sydney NSW 2000
Fax 1300 300 021
Dear Sir,
MEMTEC LIMITED: ANNOUNCEMENT OF TERMINATION OF MERGER
In accordance with Listing Rule 3.1, attached are the following:
(a) an announcement by Memtec of the termination of the previously announced
merger agreement with Gelman Sciences Inc; and
(b) an announcement made overnight by Pall Corporation and Gelman Sciences Inc.
For the purpose of Listing Rule 15.7, it is noted that the announcement referred
to in paragraph (b) above was released to the New York Stock Exchange and the
American Stock Exchange in the United States last night.
Yours sincerely,
/s/ Robert C Postema
- --------------------
Robert C Postema
General Counsel &
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
October 29, 1996
Australian Stock Exchange Limited
Companies Announcements Office
Level 7, 20 Bond Street
Sydney NSW 2000
Fax: 1300 300 021
Dear Sir,
Memtec Limited: Announcement of Termination of Merger
With reference to the earlier announcement in relation to the above subject, the
missing page 2 of the announcement by Pall Corporation and Gelman Sciences Inc.
is attached.
Yours sincerely,
Robert C. Postema
General Counsel &
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
PRESS RELEASE
FOR IMMEDIATE RELEASE
Gelman Sciences Inc. announced today its decision to terminate the
Agreement and Plan of Reorganization and Merger between Gelman and Memtec
Limited. Gelman has paid Memtec the termination fee required under the merger
agreement which more than covers the expenses incurred by Memtec in connection
with the transaction.
Denis Hanley, Chairman of Memtec, stated "We believed that the price we
had negotiated with Gelman was a full and fair price. We do not believe a merger
would be in the best interests of our shareholders at a higher price. Therefore,
we are not prepared to increase our offer."
Memtec, headquartered in Windsor, Australia, is a global materials sciences
based purification and separation business with operations in the United States,
Europe and Asia Pacific. It sells products under the trade names Memcor,
Filterite, Fluid Dynamics and Seitz.
***********
Contact
Gaynor Brown Alison Cruddace Barbara Smith
Investor Relations Manager Memtec Europe Limited Memtec America Corp
Memtec Limited Haarlem Mill 9690 Deereco Road
1 Memtec Parkway Derby Road Timonium MD 21093
Windsor NSW 2756 Australia Wirksworth, Derbyshire Tel: +1 410 560 3022
Tel: +61 45 77 0963 DEA 4BG England Fax: +1 410 560 0949
Fax: +61 45 77 6315 Tel: +441 629 826 258
Fax: +441 629 825 169
<PAGE>
[LETTERHEAD OF PALL CORPORATION]
NEWS RELEASE
FOR RELEASE COMPANY CONTACT:
- ----------- ---------------
October 28, 1996 Pall Corporation
8:00 a.m. E.S.T. Jeremy Hayward-Surry
Patricia J. Iannucci
(516) 484-3600
Gelman Sciences Inc.
George Uvegas
Ivo Marcich
(313) 665-0651
PALL CORPORATION ANNOUNCES MERGER WITH GELMAN SCIENCES INC.
East Hills, New York (October 28, 1996) -- Pall Corporation (NYSE: PLL) today
announced it has signed a definitive merger agreement for the acquisition of
Gelman Sciences Inc. (AMEX: GSC).
Shareholders of Gelman will received Pall common stock having a value of $33.00
for each share of Gelman common stock if the average closing price of Pall
shares has been between $25.29 and $27.96 during the period of 30 trading days
ending on the third business day before the Gelman shareholder's meeting. If
during that 30-day period the average closing price of Pall has been $25.29 or
less, the exchange ratio will be 1.3047 Pall shares for each Gelman share, and
if the
More...
<PAGE>
-2-
average closing price has been $27.96 or more, the exchange ratio will be 1.1804
Pall shares for each Gelman share. If the average Pall closing price during that
period is less than $21.00, Gelman will have the right to terminate the merger
agreement. The merger, which is subject to the approval of Gelman's
shareholders, is intended to be a tax free reorganization to the Gelman
shareholders and accounted for as a pooling of interests. The closing of the
merger is expected to take place within three to four months.
The transaction is expected to be non-dilutive to Pall's earnings per share in
the first year and accrutive thereafter.
Gelman had previously signed an agreement to merge with Memtec Limited
(NASDAQ:MMTCY) which was terminated by Gelman's Board of Directors. Gelman's
Board concluded that the Pall transaction was more favorable to Gelman's
shareholders than the merger with Memtec. The Board had the right to terminate
the agreement with Memtec pursuant to its terms.
Eric Krasnoff, Chairman and Chief Executive Officer of Pall Corporation, said,
"The joining of Gelman Sciences and Pall provides excellent opportunities for
synergy and growth in laboratory products, medical devices, pharmaceutical and
general industrial markets."
More...
<PAGE>
-3-
Charles Gelman, Chairman and Chief Executive Officer of Gelman Sciences, said,
"I am very pleased with the choice of Pall as Gelman's merger partner. Our
products and technologies are complementary and both companies place high value
on innovation, research and development and customer focus.
Pall Corporation, with annual sales approaching $1 billion, is the international
leader in the design, manufacture and marketing of fine, disposable filters,
membranes and other fluid clarification and separations devices for the Health
Care, Aeropower and Fluid Processing markets. Headquartered in East Hills, New
York, the Company employs 7,700 people at offices throughout the world with
manufacturing facilities in the United States, the United Kingdom, Puerto Rico
and Japan. The Company's shares are listed on the New York Stock Exchange (PLL)
and the London Stock Exchange (0668260).
Gelman Sciences Inc., headquartered in Ann Arbor, MI, is a leading manufacturer
of microfiltration products used in the medical health care, laboratory
research, environmental monitoring, and high technology process industries. The
Company employs over 900 people with subsidiaries and sales offices located
around the world.
<PAGE>
Appendix A.2.1
[LETTERHEAD OF MEMTEC LIMITED]
October 31, 1996
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs:
Report to Shareholders - First Quarter 1997
Attached is a copy of Memtec Limited's Report to Shareholders for the First
Quarter of Fiscal 1997.
Please forward a record of release of the Announcement as soon as possible so we
can distribute it more widely.
Yours sincerely,
/s/ Robert C Postema
Robert C Postema
General Counsel &
Corporate Secretary
<PAGE>
[LOGO OF MEMTEC]
REPORT TO SHAREHOLDERS
Quarter 1, 1997
Memtec Limited
ACN 002 490 208
<PAGE>
To our shareholders
Memtec achieved an earnings per share of 21 cents for the first quarter of
fiscal 1997.
Consolidated net sales for the three months ended September 30, 1996 increased
65% to US$58 million compared with US$35 million for the first quarter of fiscal
1996. Filterite net sales decreased slightly to US$16 million. Fluid Dynamics
net sales increased 38% to US$14 million, Memcor net sales increased 73% to
US$15 million and Seitz net sales were US$13 million.
Consolidated operating profit for the three months ended September 30, 1996
increased 80% to US$2.9 million compared with US$1.6 million for the first
quarter of fiscal 1996. Filterite operating profit decreased 16% to US$1.6
million, Fluid Dynamics operating profit decreased 62% to US$616,000, Memcor
achieved an operating profit of US$897,000 compared with an operating loss of
US$999,000 in fiscal 1996 and Seitz recorded an operating profit of US$1.3
million.
Consolidated net income for the three months ended September 30, 1996 increased
to US$2.1 million (21 cents per share) compared with US$633,000 (8 cents per
share) for the three months ended September 30, 1995.
Consolidated backlog at September 30, 1996 increased 34% to US$74 million
compared with September 30, 1995. Filterite backlog decreased 48% to US$5
million, Fluid Dynamics backlog increased 35% to US$33 million, Memcor backlog
increased 50% to US$31 million and Seitz backlog was US$5 million.
Mr. Denis Hanley, Memtec's Chairman, noted that the quarter was impacted by
several factors: the strong performance by the new Seitz product line; continued
capacity constraints in Fluid Dynamics' Florida manufacturing facility; and the
recognition of additional tax loss benefits.
Windsor, Australia October 31, 1996
<PAGE>
FINANCIAL STATEMENTS (unaudited)
for the quarter ended September 30, 1996
(Prepared in accordance with US Generally Accepted Accounting Principles)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended September 30
(in US$ thousands) 1996 1995
<S> <C> <C>
- --------------------------------------------------------------------------------
Net sales $ 57,860 $ 35,140
- --------------------------------------------------------------------------------
Gross profit 20,662 12,565
Selling, general and administrative expenses (15,221) (9,307)
Research and development expenses (1,779) (956)
Amortization of goodwill and other intangible
assets (735) (677)
- --------------------------------------------------------------------------------
Operating profit 2,927 1,623
Net interest (1,150) (533)
Other income (expense), net 28 (287)
- --------------------------------------------------------------------------------
Income before income taxes 1,806 803
Income tax benefit (provision) 337 (170)
- --------------------------------------------------------------------------------
Net income $ 2,142 $ 533
================================================================================
Amortization and depreciation $ 3,147 $ 2,193
- --------------------------------------------------------------------------------
Earnings per share $ 0.21 $ 0.08
- --------------------------------------------------------------------------------
</TABLE>
FINANCIAL STATEMENTS (unaudited)
for the quarter ended September 30, 1996
(Prepared in accordance with US GAAP)
BALANCE SHEET DATA
<TABLE>
<CAPTION>
(in US$ thousands) 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C>
Working capital $ 80,322 $ 34,080
Total assets 299,138 182,902
Long-term obligations 77,296 22,604
Shareholders' equity 174,657 126,451
- ---------------------------------------------------------------------
</TABLE>
<PAGE>
Appendix A.2.2
[LETTERHEAD OF MEMTEC LIMITED]
November 15, 1996
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sir,
In accordance with Listing Rule 3.1, we attach a copy of Memtec Limited's Form-
10Q for the quarterly period ending September 30, 1996 as filed with the United
States Securities and Exchange Commission.
In accordance with Listing Rule 15.7, please forward a record of release of the
Announcement as soon as possible so we can distribute it more widely.
Yours sincerely
/s/ Robert Postema
Robert Postema
Company Secretary
<PAGE>
Memtec Limited's Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 1996 as filed with the Securities and Exchange Commission
is not included in this filing.
<PAGE>
Appendix A.3
[LETTERHEAD OF MEMTEC LIMITED]
January 16, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - News Release
Please find attached copy of a News Release Memtec will be issuing today to the
news services.
Yours faithfully
/s/ David McGarvey
David McGarvey
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
News Release
MEMTEC LIMITED
Sydney, Australia..... January 15, 1997
Memtec Limited wishes to advise that the capacity additions at their Fluid
Dynamics manufacturing Facility at Deland Florida have been delayed by
approximately 5 weeks which has resulted in a shortfall in output. In value
terms this is equal to approximately two weeks of the planned annual Value of
Production at the plant.
This will have a significant but as yet not fully quantified negative effect on
the financial performance of the Fluid Dynamics Division for the December
Financial Quarter just completed.
However, the facility has now qualified 33% increased metal fiber production
capacity at planned production rates and the pre-existing production capacity is
also running to plan. Therefore the planned additional capacity has now been
successfully commissioned.
Memtec also advises that it will book a significant one time profit in the
quarter as a consequence of the termination payment received from Gelman
Sciences when Gelman withdrew from merger negotiations with Memtec Limited. This
unrelated transaction will minimise the total profitability effect that might
otherwise have been expected.
When considering Memtec's consolidated position Management still believe that
the EPS range in analysts forecasts available to the market for the quarter will
approximate the actual result.
Memtec's order intake and backlog remain strong indicating that overall trading
conditions remain firm.
Full details of Memtec's December Quarter performance will be released as
planned on January 31 with a conference call planned for 9:30 am that morning,
New York time.
Memtec, is a global materials sciences based purification and separation
business with operations in the United States, Europe and Asia Pacific. It sells
products under the trade names Memcor, Filterite, Fluid Dynamics and Seitz.
<TABLE>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memcor Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
Appendix A.4
[LETTERHEAD OF MEMTEC LIMITED]
January 22, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release
Please find attached copy of a Press Release Memtec will be issuing today to the
news services.
Yours faithfully,
/s/ David McGarvey
David McGarvey
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Sydney, Australia ........22 January 1997
NKK and Memtec combine to supply membrane filtration water purification system
NKK a major Japanese engineering company, has received an order from the
township of Asuke in central Japan to supply an NKK-MEMCOR water purification
system. This system uses Memtec's M10C CMF filters and will process up to
1,200,000 litres of water per day.
The order follows the successful evaluation by Japan's Ministry of Health and
Public Welfare of Memtec's continuous microfiltration in the Membrane Aqua
Century 21 trials for town drinking water. NKK's participation in this project
has resulted in the commercialisation of the NKK-MEMCOR system.
The Asuke contract was awarded following demonstrations and verification tests
conducted on site to develop measures to handle water colour problems, and the
development of a domestic supply quality system that records the elimination of
bacteria on a continuous basis.
This is the first of the membrane drinking water plants to be installed since
the Ministry of Health and Public Welfare approvals were given and it is
expected that many such installations will follow.
Memtec, is a global science based purification and separation business with
operations in the United States, Europe and Asia Pacific. It sells products to
selected major purification markets under the Divisional trade names Memcor,
Filterite, Fluid Dynamics and Seitz.
<TABLE>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manger
Memtec Limited Memtec America Corporation Memcor Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2755 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
Appendix A.5
[LETTERHEAD OF MEMTEC LIMITED]
January 28, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release: "Memtec's Capacity Expansion at DeLaud
Officially Opened"
We attach copy of a Press Release Memtec will be issuing today to news services.
Yours faithfully,
/s/ Robert Postema
- ---------------------
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Memtec's capacity expansion at DeLand officially opened
Sydney, Australia.....28 January 1997/New York, USA.....27 January 1997. The
100,000 square foot capacity expansion at Fluid Dynamic's DeLand facility has
now formally opened. The construction was completed six weeks behind schedule
as wet weather and hurricane warnings during 1988 restricted building work at
critical times.
Mr. Thomas Hagan, President, Fluid Dynamics Business Group led the ribbon
cutting opening ceremony, which was attended by The Mayor of DeLand, Volusia
County representatives and a State of Florida congressional delegation.
Manufacturing equipment is now being installed in the new area and first
production is expected to be shipped from the expansion in mid February. This
equipment includes the first of novel and patented manufacturing processes
developed by Fluid Dynamics to improve efficiencies and upgrade productivity
while providing the increased throughput required by current and future orders.
During the last few months, three significant orders for polymer fibre
processing filtration for PT Polysindo Eka Perkasa in Indonesia, Nan Ya Plastics
Corporation in Taiwan, and Zimmer/Unifl for North Carolina, together with
regular business, have raised backlog to record levels. The additional capacity
will therefore be particularly timely in assuring that the fine tradition for
service and on time delivery will be maintained by Fluid Dynamics in the
important polymer market.
Mr. Denis Hanley, Chairman of Memtec Limited, congratulated the management and
staff of the DeLand facility for their efforts in bringing the building on
stream on budget in what has been an extremely busy period for them. It is a
world class facility and one that all at Memtec are proud of.
Memtec, is a global science based purification and separation business with
operations in the United States, Europe and Asia Pacific. It sells products to
selected major purification markets under the Divisional trade names Memcor,
Filterite, Fluid Dynamics and Seitz.
<TABLE>
<CAPTION>
<S> <C> <C>
Gaynor Brown Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memcor Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2758 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Tel: +1 410 560 0949 FAX: +441 629 825 017
</TABLE>
<PAGE>
Appendix A.6.1
[LETTERHEAD OF MEMTEC LIMITED]
January 31, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs
Report to Shareholders - Second Quarter 1997
Attached is a copy of Memtec Limited's Report to Shareholders for the Second
Quarter of Fiscal 1997.
Please forward a record of release of the Announcement as soon as possible so we
can distribute it more widely.
Yours sincerely
/s/ Belinda Christie
Belinda Christie for
Robert Postema
Corporate Secretary
<PAGE>
MEMTEC
REPORT TO SHAREHOLDERS
Quarter 2, 1997
Memtec Limited
ACN 002 490 208
<PAGE>
To our shareholders
Earnings per share for the second quarter of fiscal 1997 were 24c, in line with
market expectations. Good performances in the Memcor and Seitz divisions and a
one time fee received in relation to the termination of the proposed merger with
Gelman Sciences Inc. were offset by losses associated with delays in expanding
and upgrading the Fluid Dynamics manufacturing facility in DeLand Florida and
continued weakness in the French capital equipment market affecting Filterite.
Memtec's management still expect strong sales and earnings growth for the
remainder of the year. Commenting on the result Mr. Hanley advised that while
the delays in Florida were regrettable he was happy with the overall outcome for
the first half of the year and based on bookings and backlog he remains
optimistic as to a good full year performance.
Consolidated net sales for the three months ended December 31, 1996 increased
48% to US$59 million compared with US$40 million for the second quarter of
fiscal 1996. Filterite net sales were unchanged at US$17 million, Fluid Dynamics
net sales increased 22% to US$14 million, Memcor net sales increased 21% to
US$13 million and Seitz net sales were US$15 million.
Consolidated operating profit for the three months ended December 31, 1996
increased 90% to US$4.2 million compared with US$2.2 million for the second
quarter of fiscal 1996. Filterite operating profit decreased 27% to US$1.3
million, Fluid Dynamics operating profit decreased 79% to US$353,000, Memcor
operating profit decreased marginally to US$70,000 and Seitz recorded an
operating profit of US$2.2 million. The fee in relation to the terminated
Gelman Sciences Inc. merger, net of related expenses totaled $1.7 million.
Consolidated net income for the three months ended December 31, 1996 was US$2.5
million (24 cents per share) compared with US$5.1 million (55 cents per share)
for the three months ended December 31, 1995. While income before taxes for the
quarter increased 91%, the net income comparison has been affected by large tax
benefits booked in the second quarter of fiscal 1996.
Consolidated backlog at December 31, 1996 increased 16% to US$79 million
compared with December 31, 1995. Filterite backlog was unchanged at US$6
million, Fluid Dynamics backlog decreased 18% to US$31 million, Memcor backlog
increased 52% to US$36 million and Seitz backlog was US$6 million.
Consolidated net sales for the six months ended December 31, 1996 increased 56%
to US$117 million compared with US$75 million for the first two quarters of
fiscal 1996. Filterite net sales decreased marginally to US$33 million, Fluid
Dynamics net sales increased 29% to US$28 million, Memcor net sales increased
44% to US$28 million and Seitz net sales were US$28 million.
Consolidated operating profit for the six months ended December 31, 1996
increased 86% to US$7.1 million compared with US$3.8 million for the first two
quarters of fiscal 1996. Filterite operating profit decreased 21% to US$2.9
million, Fluid Dynamics operating profit decreased 71% to US$969,000, Memcor
recorded an operating profit of $967,000 compared to a loss of $923,000 in the
first two quarters of fiscal 1996, and Seitz recorded an operating profit of
US$3.5 million.
Consolidated net income for the six months ended December 31, 1995 was US$4.8
million (45 cents per share) compared with US$5.7 million (67 cents per share)
for the six months ended December 31, 1995. This comparison has also been
affected by the large tax benefits booked in the first half of fiscal 1996.
Sydney, Australia. 31 January, 1997
<PAGE>
Financial Statements (unaudited)
for the quarter ended December 31, 1996
(Prepared in accordance with US Generally Accepted Accounting Principles)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three months ended December 31 Six months ended December 31
(in US$ thousands) 1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 59,343 $ 40,031 $ 117,203 $ 75,171
- ---------------------------------------------------------------------------------------------------------------------
Gross profit 21,094 14,258 41,756 25,821
Selling, general and administrative expenses (16,102) (10,354) (31,323) (16,663)
Research and development expenses (1,791) (1,052) (3,570) (2,008)
Amortization of goodwill and other intangible assets (740) (643) (1,475) (1,320)
Merger termination fee, net 1,742 - 1,742 -
- ---------------------------------------------------------------------------------------------------------------------
Operating profit 4,203 2,707 7,130 3,830
Net interest (1,127) (412) (2,277) (946)
Other expense, net (51) (214) (25) (501)
- ---------------------------------------------------------------------------------------------------------------------
Income before income taxes 3,025 1,581 4,830 2,384
Income tax (provision) benefit (563) 3,522 (228) 3,352
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 2,462 $ 5,103 $ 4,604 $ 5,736
- ---------------------------------------------------------------------------------------------------------------------
Amortization and depreciation $ 3,311 $ 2,260 $ 6,458 $ 4,453
Earnings per share $ 0.24 $ 0.55 $ 0.45 $ 0.57
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Financial Statements (unaudited)
for the quarter ended December 31, 1996
(Prepared in accordance with US Generally Accepted
Accounting Principles)
<TABLE>
<CAPTION>
Balance Sheet Data
December 31
(in US$ thousands) 1996 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Working capital $ 79,378 $ 71,573
Total assets $ 293,718 $ 221,894
Long-term obligations $ 77,540 $ 22,998
Shareholder's equity $ 175,708 $ 165,772
- ---------------------------------------------------------------------
</TABLE>
<PAGE>
Appendix A.6.2
[LETTERHEAD OF MEMTEC LIMITED]
February 14, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs
Form 10-Q for the quarterly period ended December 31, 1996
Attached is a copy of Memtec Limited's Form 10-Q (without exhibits) for the
quarterly period ended December 31, 1996.
The Form 10-Q is required to be, and has been, filed with the United States
Securities and Exchange Commission in accordance with United States Securities
Laws.
Please forward a record of release of the Announcement as soon as possible so we
can distribute it more widely.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
<PAGE>
Memtec Limited's Quarterly Report on Form 10-Q for the quarterly period
ending December 31, 1996 as filed with the Securities and Exchange Commission is
not included in this filing.
<PAGE>
Appendix A.7
[LETTERHEAD OF MEMTEC LIMITED]
February 7, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release: "$US4 million Continuous Microfiltration
Contract"
We attach copy of a Press Release Memtec will be issuing today to news services.
yours sincerely
/s/ Belinda Christie
Belinda Christie for
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
News Release
MEMTEC LIMITED
Sydney, Australia.....February 7, 1997/New York, USA.....February 6, 1997
$US4 million Continuous Microfiltration Contract
Memtec Limited has been awarded a contract in excess of US$4 million to supply
Continuous Microfiltration (CMF) for the upgrading of the Tauranga plant in New
Zealand's north island. When completed, this plant will be the largest
microfiltration drinking water plant in the southern hemisphere.
The 1995 New Zealand Drinking Water Standard identified Giardia and
Cryptosporidium as problems that must be dealt with by local authorities.
Because of similarities between the New Zealand Drinking Water Standard and the
US Surface Water Treatment Rule, Tauranga council engaged US Consultants
CH2mHill and local consultants Beca Carter to jointly advise on this project.
After extensive pilot testing of all major membrane water treatment
technologies, Memtec's CMF was chosen as being both technically superior and the
most cost effective.
Memtec is confident that the drinking water market will continue to expand in
the Asian region as individual countries bring in regulatory controls which are
similar to the US Surface Water Treatment Rule.
Memtec, is a global materials sciences based purification and separation
business with operations in the United States, Europe and Asia Pacific. It sells
products under the trade names Memcor, Filterite, Fluid Dynamics and Seitz.
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9890 Deereco Road Hearlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
<PAGE>
Appendix A.8
[LETTERHEAD OF MEMTEC LIMITED]
February 12, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs:
Memtec Limited - Press Release: "Memtec signs Multi-Option Multi-Currency
Facility Agreement with CBA"
We attach copy of a Press Release Memtec will be issuing today to news services.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Sydney, Australia......February 12, 1997/New York, USA.....February 11, 1997
Memtec today announced the signing of a US$80 million Multi-Option,
Multi-Currency Facility Agreement between the Commonwealth Bank of Australia,
Memtec Limited, Memtec America Corporation and Memtec Finance Inc., the
Company's US finance company.
The facility follows the issue of Senior Notes by Memtec Finance Inc. in June of
1996 and provides Memtec with funded credit facilities for working capital,
capital expenditure and future unidentified acquisitions, as well as letter of
credit, bank guarantee and performance bond facilities - of particular
importance in the rapidly growing town water market.
While the facility is based and managed from the United States, it has the
flexibility to be drawndown in a wide range of currencies and countries
depending upon Memtec's requirements.
Oppenheimer & Co., Inc. acted as financial advisors to Memtec.
Memtec, is a global materials sciences based purification and separation
business with operations in the United States, Europe and Asia Pacific. It sells
products under the trade names Memcor, Filterite, Fluid Dynamics and Seitz.
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
<PAGE>
Appendix A.9
[LETTERHEAD OF MEMTEC LIMITED]
February 17 , 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release: "Melbourne Water installs Memtec's Continuous
Microfiltration Technology"
We attach copy of a Press Release Memtec will be issuing today to news services.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Windsor, Australia.....February 17, 1997/New York, USA.....February 16, 1997
Melbourne Water Installs Memtec's Continuous Microfiltration Technology
Memtec's Continuous Microfiltration (CMF) technology has been chosen by
Melbourne Water for its Frogley and Cresswell Water Treatment Plants. These two
water treatment plants supply drinking water to the township of Healesville,
approximately 60 km east of Melbourne, Australia.
Over the last few months installation of the Cresswell water treatment facility
in this environmentally sensitive area has been progressing and the equipment
for this site has now been commissioned jointly with Melbourne Water.
Using Memtec's CMF technology, Melbourne Water is providing its retail customer,
Yarra Valley Water, with up to 12 million litres of high quality water per day.
Each plant is substantially remote-controlled and meets Melbourne Water's
stringent new particle removal requirements.
Memtec remains confident that the drinking water market will continue to expand
in the Asian region as individual countries introduce regulatory controls.
Memtec, is a global materials sciences based purification and separation
business with operations in the United States, Europe and Asia Pacific. It
sells products under the trade names Memcor, Filterite, Fluid Dynamics and
Seitz.
<TABLE>
<CAPTION>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +51 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +51 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
Appendix A.10
[LETTERHEAD OF MEMTEC LIMITED]
March 14, 1997
Companies Announcements Office
Australian Stock Exchange
10th Floor
20 Bond Street
Sydney NSW 2000
Dear Sir,
Appendix 4B: Half Yearly Report
Please find attached the Appendix 4B: Half Yearly Report for the six months
ended December 31, 1996 as required by Listing Rule 4.1.
Yours sincerely,
/s/ Robert Postema
Robert Postema
Company Secretary
<PAGE>
Memtec Limited's Half Yearly Report for the six months ended December 31,
1996 as filed with the Securities and Exchange Commission is not included in
this filing.
<PAGE>
Appendix A.11
[LETTERHEAD OF MEMTEC LIMITED]
March 21, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release: "Memtec Expansion"
We attach copy of a Press Release Memtec will be issuing today to news services.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
March 26, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release: "Timonium Office Building"
We attach copy of a Press Release Memtec will be issuing today to news services.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Windsor, Australia March 28, 1997/New York, USA, March 26, 1997
Timonium Office Building
Memtec's Board of Directors has given approval for the construction of a three
storey building to house the non-manufacturing employees of Memtec's Filterite
business group.
Filterite is based at Timonium, Maryland and for a number of years, managerial,
sales, administrative, technical and clerical staff has been spread throughout
Memtec's three manufacturing plants in the area, as well as in rental space
located in a nearby office building.
The new building, to be situated at Memtec's Greenspring Drive site, will be
readily accessible from Interstate 83 and will be central to the company's other
Timonium operations. The building will provide a total of 45,000 sq. ft. of
floor space and will bring all the Filterite non-manufacturing employees
together in first class office accommodation.
Last year the Filterite group launched Memtec's new depth filtration product
line, Nexis. This product is a patented new form of depth filter that greatly
increases dirt holding capacity and is constructed with Memtec's CoLD(TM)
technology.
There has been significant world wide interest in this product and the new
office accommodation will free up valuable space for additional research and
manufacturing activities needed to serve the projected growth in the company's
business expected over the next few years.
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the United States, Europe and Asia
Pacific. It sells products to selected major purification markets under the
Divisional trade names Memcor, Filterite, Fluid Dynamics and Seitz. Internet
address: www.memtec.com
<TABLE>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9650 Deereco Road Haarlern Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Windsor, Australia ... March 21, 1997
Memtec Expansion
At Memtec's Board of Directors' meeting this month, the Directors approved
extensions to the manufacturing capacity and the office space at the Windsor
facility.
The Windsor plant is a Memcor Centre of Excellence, manufacturing modules and
membrane for world wide distribution. It is also the regional headquarters of
Memtec's Asian operations supporting Australia and Asia. In addition, Memtec
Research Pty. Limited is housed and supported there.
During the last twelve months the Asian and US market opportunities for our
Memcor products have expanded at a rapid rate. Bob Spender, who was previously
President of Memtec Europe, has relocated to the USA to take up the challenging
position of directing Memcor on a global basis. Since the large Kenosha order
was received last year, orders for drinking water plants have come in from New
Zealand, Australia and Japan. Further orders have been received from Korea and
Singapore for the installation of our CMF technology to recover and reuse
waste water in industrial plants.
Requests for quotation on new plants is also at an all time high.
As regulations tighten in the countries mentioned above and in others, further
orders are expected for similar and larger plants. With Memcor backlog at an
all time high, the early approval of the expansion of the manufacturing and
office capacity at Windsor will ensure there is no delay in the supply of
product in the forseeable future.
The Windsor facility's manufacturing will be expanded from 77,000 sq.ft. to
150,000 sq.ft.
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the United States, Europe and Asia
Pacific. It sells products to selected major purification markets under the
Divisional trade names Memcor, Filterite, Fluid Dynamics and Seitz. Internet
address: www.memtec.com
<TABLE>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9650 Deereco Road Haarlern Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
Appendix A.12
[LETTERHEAD OF MEMTEC LIMITED]
March 26, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs,
Memtec Limited - Press Release: "Timonium Office Building"
We attached copy of a Press Release Memtec will be issuing today to news
services.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Windsor, Australia March 26, 1997/New York, USA. March 26, 1997
Timonium Office Building
Memtec's Board of Directors has given approval for the construction of a three
storey building to house the non-manufacturing employees of Memtec's Filterite
business group.
Filterite is based at Timonium, Maryland and for a number of years, managerial,
sales, administrative, technical and clerical staff has been spread throughout
Memtec's three manufacturing plants in the area, as well as in rental space
located in a nearby office building.
The new building, to be situated at Memtec's Greenspring Drive site, will be
readily accessible from interstate 83 and will be central to the company's other
Timonium operations. The building will provide a total of 45,000 sq. ft. of
floor space and will bring all the Filterite non-manufacturing employees
together in first class office accommodation.
Last year the Filterite group launched Memtec's new depth filtration product
line, Nexis. This product is a patented new form of depth filter that greatly
increases dirt holding capacity and is constructed with Memtec's
CoLD(TM) technology.
There has been significant world wide interest in this product and the new
office accommodation will free up valuable space for additional research and
manufacturing activities needed to serve the projected growth in the company's
business expected over the next few years.
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the United States, Europe and Asia
Pacific. It sells products to selected major purification markets under the
Divisional trade names Memcor, Filterite, Fluid Dynamics and Seitz. Internet
address: www.memtec.com
<TABLE>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Appendix A.13.1
April 29, 1997
Australian Stock Exchange Limited
Company Accouncements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs
Report to Shareholders - Third Quarter 1997
Attached is a copy of Memtec Limited's Report to Shareholders for the Third
Quarter of Fiscal 1997 for release to the market.
Yours sincerely
Robert Postema
Corporate Secretary
<PAGE>
MEMTEC
REPORT TO SHAREHOLDERS
QUARTER 3, 1997
Memtec Limited
ACN 002 490 206
<PAGE>
To our shareholders
Earnings for the third quarter of fiscal 1997 were $2.2 million or 22 cents per
share, and in line with market expectations.
Net sales for the three months ended March 31, 1997 increased 40% to US$59
million compared with US$42 million for the third quarter of fiscal 1996. Net
sales for the nine months ended March 31, 1997 increased 50% to US$176 million
compared with US$117 million for the first three quarters of fiscal 1996.
Operating profit for the three months ended March 31, 1997 increased 31% to
US$4.4 million compared with US$3.4 million for the third quarter of fiscal
1996. Operating profit for the nine months ended March 31, 1997 increased 60% to
US$11.5 million compared with US$7.2 million for the first three quarters of
fiscal 1996.
Income before taxes for the three months ended March 31, 1997 increased 10% to
US$3.1 million compared with US$2.8 million for the third quarter of fiscal
1996. Income before taxes for the nine months ended March 31, 1997 increased 52%
to US$8.0 million compared with US$5.2 million for the first three quarters of
fiscal 1996.
Net income for the three months ended March 31, 1997 was US$2.2 million
(22 cents per share) compared with US$2.3 million (22 cents per share) for the
three months ended March 31, 1996. Net income for the nine months ended March
31, 1997 was US$6.8 million (66 cents per share) compared with US$8.0 million
(88 cents per share) for the nine months ended March 31, 1996. This comparison
has been affected by a 47 cent tax benefit booked in the second quarter of
fiscal 1996.
Backlog at March 31, 1997 increased 3% to US$67 million compared with March 31,
1996. Filterite backlog increased 6% to US$6 million, Fluid Dynamics backlog
decreased 34% to US$24 million, Memcor backlog increased 34% to US$33 million
and Seitz backlog was US$5 million.
Financial Statements (unaudited)
for the quarter ended March 31, 1997
(Prepared in accordance with the US Generally Accepted Accounting Principles)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three months ended March 31 Nine months ended March 31
(In US$ thousands) 1996 1997 1996 1997
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 41,911 $ 58,608 $117,082 $175,811
- -------------------------------------------------------------------------------------------------------------------------
Gross profit 15,215 22,248 42,036 64,004
Selling, general and administrative expenses (10,010) (15,433) (29,673) (45,758)
Research and development expenses (1,193) (1,599) (3,201) (5,169)
Amortization of goodwill and other intangibles (882) (855) (1,982) (2,130)
Merge termination (expense) fee, net - (188) - 1,554
- -------------------------------------------------------------------------------------------------------------------------
Operating profit 3,350 4,373 7,180 11,503
Net interest (388) (1,299) (1,333) (3,576)
Other Income (expense), net (118) 50 (518) 27
- -------------------------------------------------------------------------------------------------------------------------
Income before income taxes 2,844 3,124 5,225 7,954
Income tax (provision) benefit (581) (909) 2,771 (1,135)
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 2,263 $ 2,215 $ 7,998 $ 6,819
- -------------------------------------------------------------------------------------------------------------------------
Amortization and depreciation $ 2,386 $ 3,330 $ 8,839 $ 9,788
- -------------------------------------------------------------------------------------------------------------------------
Earnings per share $ 0.22 $ 0.22 $ 0.88 $ 0.66
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Balance Sheet Data
March 31
(In US$ thousands) 1996 1997
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Working capital 74,504 75,648
Total assets 227,625 288,050
Long-term obligations 24,603 75,850
Shareholders' equity 168,892 171,570
</TABLE>
<PAGE>
The following table shows for each of Memcor, Filterite, Fluid Dynamics and
Seitz, the net sales, net sales growth over the prior comparable period,
operating profit and operating profit as a percentage of net sales:
<TABLE>
<CAPTION> 1996 1996 1997 1997 1997 Year to Date March 31
(In US$ thousands) Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 1996 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SALES
- -----
Memcor $ 11,877 $ 14,816 $ 14,585 $ 13,069 $ 14,351 $ 31,125 $ 42,005
39% 14% 73% 21% 21% 15% 35%
Filterite 17,329 17,330 16,004 16,951 17,142 51,219 50,127
9% 2% (3%) (2%) (1%) 17% (2%)
Fluid Dynamics 12,705 16,232 14,066 14,393 13,067 34,738 41,526
20% 48% 38% 22% 3% 4% 20%
Seitz - 9,046 13,205 14,900 14,048 - 42,153
---------------------------------------------------------------------------------------------
$ 41,911 $ 57,424 $ 57,860 $ 59,343 $ 58,608 $117,082 $175,811
20% 40% 65% 48% 40% 12% 50%
---------------------------------------------------------------------------------------------
OPERATING PROFIT
- ----------------
Memcor $ 494 $ 801 $ 897 $ 70 $ 1,265 $ (428) $ 2,232
4% 5% 6% 1% 9% (1%) 5%
Filterite 1,724 1,508 1,599 1,323 1,515 5,424 4,437
10% 9% 10% 8% 9% 11% 9%
Fluid Dynamics 1,925 1,778 616 354 1,540 5,214 2,510
15% 11% 4% 2% 12% 15% 6%
Seitz - 1,531 1,254 2,235 2,211 - 5,700
17% 9% 15% 16% 14%
Unallocated Corporate (793) (1,863) (1,439) (1,521) (1,970) (3,030) (4,930)
Acquisition & Finance Costs - (543) - 1,742 (188) - 1,554
---------------------------------------------------------------------------------------------
$ 3,350 $ 3,412 $ 2,927 $ 4,203 $ 4,373 $ 7,180 $ 11,503
8% 6% 5% 7% 7% 6% 7%
---------------------------------------------------------------------------------------------
</TABLE>
Commenting on the results Memtec's Chairman, Mr Denis Hanley pointed to the
record operating profit and income before taxes achieved in the quarter. In
relation to the individual product lines Mr Hanley noted that Memcor continued
to grow strongly with a backlog of US$33 million (a 34% increase over March 31,
1996) and that Memcor's year on year increase in operating profit was
in line with expectations given its strong sales growth. Filterite's overall
reported sales growth was flat, but continuing problems in the French capital
equipment market reduced growth by 4% and was exacerbated by a 4% unfavourable
currency swing masking sales growth in the other geographic markets. Fluid
Dynamics operating profit for the quarter improved somewhat as manufacturing
difficulties were overcome however, not all improvements have yet cleared the
work in progress accounts. Seitz sales growth remained relatively flat while
operating profits have been greater than anticipated. Mr Hanley noted that
Seitz operating profit rates may not be maintained once investment in growth
commences. All in all Mr Hanley considered the quarter pleasing.
Sydney, Australia, 29 April, 1997
The matters disclosed in this release and in any future oral and written
statements by Memtec or its management, that are 'forward looking statements'
for the purpose of the Rules of the Securities Act of 1933 of the United States
of America, are made in good faith based on current expectations of Memtec's
management. Any such forward looking statements are subject to risks and
uncertainties, many of which are beyond the control of Memtec and its
management. As a result of these risks and uncertainties, actual results could
materially differ from the results expressed or implied by the forward looking
statements. For a description of the kinds of risks and uncertainties to which
Memtec's business is subject from time to time, reference should be made to
Memtec's filings at the United States Securities and Exchange Commission.
<PAGE>
Appendix A.14
[LETTERHEAD OF MEMTEC LIMITED]
29 May 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
SYDNEY NSW 2000
By fax: 61 2 977 81011
Dear Sirs
Press Release: Acquisition of Vessel srl
We attach copy of a Press Release relating to the above matter. As the
transaction was concluded on 28 May 1997 (Milan time), the announcement was made
immediately to the Nasdaq National Market and to Overseas Business Services
prior to release to ASX.
Yours faithfully
/s/ Robert Postema
Robert Postema
Corporate Secretary
Attach:
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Alfa Press Release
MEMTEC ANNOUNCES ACQUISITION OF VESSEL SRL
Windsor, Australia May 29, 1997/New York, USA May 28, 1997
Memtech Limited announced today that it has acquired all of the issued and
outstanding shares of Vessel srl ("Vessel"). Vessel is located in Milan, Italy.
Vessel engineers and manufactures filter housings and sells a wide range of
filter cartridges into various markets in Italy. Key markets for Vessel include
the automotive paints market, the chemical process markets, the reverse osmosis
pre-treatment market and the food and beverage markets.
The acquisition of Vessel provides Memtec with entry into the Italian filtration
market. The management team responsible for the establishment and development of
Vessel have agreed to continue to manage and develop the business as part of the
Memtec group with particular emphasis on developing markets for Memtec products
in Italy.
The acquisition agreement was signed on 28 May 1997 (Milan time). Memtec will
pay approximately USD $3.0 million in cash to purchase all the shares.
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the Americas, Europe and Asia Pacific. It
sells products to selected major purification markets under the divisional trade
names Memcor, Filterite, Fluid Dynamics and Seitz.
Australia
Gaynor Brown
1 Memtec Parkway Tel: +61(045)77 0963
Windsor NSW 2756 Fax: +61(045)77 6315
USA
Barbara Smith
9690 Deereco Road Tel: +1(410) 560 3022
Timonium MD 21093 Fax: +1(410) 560 0949
UK
Alison Cruddace
Derby Road,
Wirksworth Tel: +44(162)982 6258
Derbyshire DE4 4BG Fax: +44(162)982 5017
<PAGE>
Appendix A.15
[LETTERHEAD OF MEMTEC LIMITED]
30 June 1997
The Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Facsimile: 1300 300 021
Dear Sirs
Memtec Limited Press Release: Largest CMF/RO waste water recycle plant to
be installed in California
We attach copy of a press release Memtec will be issuing today to the news
services.
Yours sincerely
/s/ ^^
for
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC]
Press Release
Windsor, Australia. June 30, 1997/New York, USA June 29, 1997
Largest CMF/RO waste water recycle plant to be installed in California
The largest Continuous Microfiltration/Reverse Osmosis waste water plant is to
be installed by The West Basin Municipal Water District - Carson, California.
The plant, to be delivered during March, 1998, will use Memtec's M10C CMF
filters to produce nearly 4 million gallons of feed water per day and will
provide process water to the Mobil Oil refinery in Carson.
This is the second order for Memtec's CMF technology placed by the West Basin
Authority. During 1996, the Authority installed a CMF plant to prefilter feed
water, providing 3 million gallons per day to a Reverse Osmosis plant in El
Segundo, California. This was the first major facility in the US to utilise
microfiltration/reverse osmosis on secondary waste water for ground water
protection. Continuous Microfiltration was installed to replace the existing
lime clarification process and at that stage, was the largest CMF plant
processing waste water.
The receipt of this second order from West Basin is most significant and
demonstrates the Authority's continuing confidence in the quality and
performance of Memtec's Continuous Microfiltration technology.
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the United States, Europe and Asia
Pacific. It sells products to selected major purification markets under the
Divisional trade names of Memcor, Filterite, Fluid Dynamics and Seltz. Internet
address:www.memtec.com.
<TABLE>
<S> <C> <C>
Gaynor Brown Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9690 Deereco Road Hearlern Mill, Derby Road
Windsor NSW 2756 Australia Timerium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +44 162 9826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +44 162 9825 017
</TABLE>
<PAGE>
Appendix A.16
[LETTERHEAD OF MEMTEC LIMITED]
July 11, 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sirs
Memtec Limited - Press Release: "Further Large Orders for Memtec's Continuous
Microfiltration"
We attach copy of a Press Release Memtec will be issuing today to news services.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
Enc
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Windsor, Australia July 11, 1997/New York, USA July 10, 1997
Further Large Orders for Memtec's Continuous Microfiltration
During June 1997, Memtec's Memcor Division received a number of orders for its
Continuous Microfiltration Technology totalling in excess of $12 million to
finish the 1997 year on a high note and provide the backlog necessary for the
expected sales in 1998.
The largest of these orders was from the City of Scottsdale, Arizona.
The Scottsdale plant has been designed with two objectives. First, after using
the Memcor M10C filters as pretreatment to reverse osmosis on secondary treated
waste water, the purified water can be injected into the ground water table.
Secondly, the plant can be used to filter surplus surface water imported from
the Colorado river for the same purpose.
With a capacity of 26 million gallons per day, the Scottsdale plant is the
largest order for waste water recycle received to date. It will be on line in
eighteen months.
During the next twelve months, more Memcor CMF capacity will be delivered than
has previously been installed since 1986. This indicates the level of acceptance
of Memtec's membrane technology.
Commenting on these latest orders, Memtec's Chairman, Denis Hanley stated that
although planned and expected, these orders provide a strong underpinning for
his confidence in Memtec's continued growth.
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the United States, Europe and Asia
Pacific. It sells products to selected major purification markets under the
divisional trade names of Memcor, Filterite, Fluid Dynamics and Seitz. Internet
address: www.memtec.com.
<TABLE>
<S> <C> <C>
Gaynor Brown Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
Appendix A.17
[LETTERHEAD OF MEMTEC LIMITED]
August 15, 1997
Australian Stock Exchange Limited
Companies Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
Fax No. 1300 300 021
Dear Sir
Memtec Limited - Fiscal 1997 - Fourth Quarter Results
Attached is a copy of Memtec Limited's Report to Shareholders for the Fourth
Quarter of Fiscal 1997.
Please forward a record of release of the Announcement as soon as possible so we
can distribute it more widely.
Yours sincerely
/s/ Robert Postema
Robert Postema
Corporate Secretary
Enc
<PAGE>
MEMTEC
REPORT TO SHAREHOLDERS
QUARTER 4, 1997
Memtec Limited
ACN 002 490 208
<PAGE>
To our shareholders
Earnings for the fourth quarter of fiscal 1997 were $677,000 or 7 cents per
share after recording losses, restructuring charges and asset write-downs
totaling $2.6 million (equivalent to 16 cents per share after tax) in relation
to Memtec's Filterite operations in France. The restructuring will focus the
French operations on global brands and away from non core engineering businesses
previously conducted exclusively in France.
A further restructuring charge of approximately $2.3 million pre tax is expected
to be recorded in the first quarter of fiscal 1998.
During the quarter Filterite negotiated an agreement with a division of a large
multinational for funding certain of Filterite's R&D programs. Ratification by
the Operating Committee of the multinational is still outstanding and while it
is expected, the anticipated US$2 million contribution to Filterite revenues
and profit has not been booked in fiscal 1997.
Net revenues for the three months ended June 30, 1997 increased 18% to US$88
million compared with US$57 million for the fourth quarter of fiscal 1996. Net
revenues for the twelve months ended June 30, 1997 increased 40% to US$244
million compared with US$175 million for fiscal 1996.
Operating profit for the three months ended June 30, 1997 decreased 39% to
US$2.1 million compared with US$3.4 million for the fourth quarter of fiscal
1996. Operating profit for the twelve months ended June 30, 1997 increased 28%
to US$13.6 million compared with US$10.6 million for fiscal 1996.
Income before taxes for the three months ended June 30, 1997 decreased 68% to
US$848,000 compared with US$2.7 million for the fourth quarter of fiscal 1996.
Income before taxes for the twelve months ended June 30, 1997 increased 11% to
US$8.8 million compared with US$7.9 million for fiscal 1996.
Net income for the three months ended June 30, 1997 was US$677,000 (7 cents per
share) compared with US$3.1 million (30 cents per share) for the three months
ended June 30, 1996. Net income for the twelve months ended June 30, 1997 was
US$7.5 million (73 cents per share) compared with US$11.1 million ($1.18 per
share) for the twelve months ended June 30, 1996. This comparison has been
particularly affected by a large tax benefit booked in the second quarter of
fiscal 1996.
Backlog at June 30, 1997 was US$74 million. Filterite backlog increased 41% to
US$8 million, Fluid Dynamics backlog decreased 50% to US$20 million, Memcor
backlog increased 18% to US$40 million and Seitz backlog was unchanged at
US$6 million.
<PAGE>
Financial Statements (unaudited)
for the quarter ended June 30, 1997
(Prepared in accordance with the US Generally Accepted Accounting Principles)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three months ended June 30 Twelve months ended June 30
(in US$ thousands) 1996 1997 1996 1997
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Revenues $ 57,424 $ 67,805 $ 174,506 $ 243,616
- ------------------------------------------------------------------------------------------------------------------------
Gross profit 19,612 23,974 61,648 87,978
Selling, general and administrative expenses (13,570) (17,558) (43,243) (64,314)
Research and development expenses (1,386) (1,905) (4,587) (7,074)
Amortization of goodwill and other intangibles (701) (738) (2,683) (2,868)
French restructuring costs and asset - (1,677) - (1,677)
write-downs
Merger termination fee, net - - - 1,554
Financing and acquisition costs (543) - (543) -
- ------------------------------------------------------------------------------------------------------------------------
Operating profit 3,412 2,096 10,592 13,599
Net interest (706) (1,336) (2,039) (4,912)
Other income (expense), net (23) 88 (642) 115
- ------------------------------------------------------------------------------------------------------------------------
Income before income taxes 2,683 848 7,911 8,802
Income tax (provision) benefit 389 (171) 3,160 (1,306)
- ------------------------------------------------------------------------------------------------------------------------
Net income $ 3,072 $ 677 $ 11,071 $ 7,496
========================================================================================================================
Amortization and depreciation $ 2,971 $ 3,711 $ 9,810 $ 13,499
- ------------------------------------------------------------------------------------------------------------------------
Earnings per share $ 0.30 $ 0.07 $ 1.18 $ 0.73
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Balance Sheet Data
<TABLE>
<CAPTION>
June 30
(in US$ thousands) 1996 1997
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Working capital $ 79,432 $ 70,794
Total assets 299,792 310,617
Long-term obligations 77,549 74,706
Shareholders' equity 171,538 169,274
</TABLE>
<PAGE>
The following table shows for each of Memcor, Filterite, Fluid Dynamics and
Seitz, the net revenues, net revenue growth over the prior comparable period,
operating profit and operating profit as a percentage of net revenues. Note that
commencing this quarter, Healthcare is reported as a part of Filterite (formerly
Memcor). Prior 1997 quarters have therefore been restated. The effect of these
changes on prior years is not material.
<TABLE>
<CAPTION> 1996 1997 1997 1997 1997 Year to Date June 30
(In US$ thousands) Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 1996 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
- --------
Memcor $ 14,816 $ 14,432 $ 13,006 $ 14,415 $ 18,890 $ 45,941 $ 60,743
14% 71% 20% 21% 27% 15% 32%
Filterite 17,330 16,157 17,044 17,078 19,838 68,549 70,117
2% (2%) (2%) (1%) 14% 13% 2%
Fluid Dynamics 16,232 14,066 14,393 13,067 15,310 50,970 56,836
48% 38% 22% 3% (8%) 15% 12%
Seitz 9,048 13,205 14,900 14,048 13,767 9,046 55,920
---------------------------------------------------------------------------------------------
$ 57,424 $ 57,860 $ 59,343 $ 58,608 $ 67,805 $174,506 $243,616
40% 65% 48% 40% 18% 20% 40%
---------------------------------------------------------------------------------------------
OPERATING PROFIT
- ----------------
Memcor $ 802 $ 885 $ 69 $ 1,231 $ 985 $ 373 $ 3,170
5% 6% 1% 9% 5% 1% 5%
Filterite 1,507 1,511 1,324 1,549 1,331 6,932 5,815
9% 10% 8% 9% 7% 10% 8%
Fluid Dynamics 1,779 616 364 1,540 1,577 6,992 4,087
11% 4% 2% 12% 10% 14% 7%
Seitz 1,531 1,254 2,235 2,211 1,809 1,531 7,509
17% 9% 15% 16% 13% 17% 13%
Unallocated Corporate (1,664) (1,439) (1,521) (1,970) (1,929) (4,693) (6,859)
French restructuring costs - - - - (1,677) - (1,677)
Merger termination fee
(expenses), net - - 1,742 (188) - - 1,554
Financing and
acquisition cost (543) - - - - (543) -
---------------------------------------------------------------------------------------------
$ 3,412 $ 2,927 $ 4,203 $ 4,373 $ 2,096 $ 10,592 $ 13,599
6% 5% 7% 7% 3% 6% 6%
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Commenting on the quarter Memtec's Chairman, Mr. Denis Hanley noted that while
the results were dominated by the Filterite restructure in France and the delay
in ratification of the Filterite R&D funding, net revenues had increased by 18%
for the quarter and 40% for the fiscal year.
Strategically Mr. Hanley highlighted the strong Seitz operating profit as
pleasing for its first full year of operations; Memcor's strong growth with
backlog reaching US$40 million and an operating profit for the year of $3.2
million (5% of net revenues); Fluid Dynamics operating profit recovery (10% of
net revenues); and Filterite's quarter four revenue growth of 14%.
Mr. Hanley noted that the lower 1997 Fluid Dynamics backlog is consistent with
historical trends, backlog at the end of 1998 being exceptional.
Sydney, Australia, August 15, 1997
The matters disclosed in this release and in any future oral and written
statements by Memtec or its management, that are `forward looking statements'
for the purpose of the Rules of the Securities Act of 1933 of the United States
of America, are made in good faith based on current expectations of Memtec's
management. Any such forward looking statements are subject to risks and
uncertainties, many of which are beyond the control of Memtec and its
management. As a result of these risks and uncertainties, actual results could
materially differ from the results expressed or implied by the forward looking
statements. For a description of the kinds of risks and uncertainties to which
Memtec's business is subject from time to time, reference should be made to
Memtec's filings at the United States Securities and Exchange Commission.
<PAGE>
Appendix A.18
[LETTERHEAD OF MEMTEC LIMITED]
12 September 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 2000
By Fax: 1300 300 021
Dear Sir
Memtec Limited: Preliminary Final Report
In accordance with Listing Rule 4.3, following is Memtec's preliminary final
report for the fiscal year ended June 30, 1997.
Yours sincerely
/s/ Robert C. Postema
Robert C. Postema
Corporate Secretary
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Rules 4.1, 4.3
APPENDIX 4B
Half Yearly/Preliminary Final Report
Introduced 1/7/96, Origin: Appendices 3, 4.
Name of Entity
- ------------------------------------------------------------------------------
MEMTEC LIMITED
- ------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
ACN OR ARBN Half Yearly Preliminary Half Year/Financial Year Ended
- --------------- (tick) Final (tick) ("Current Period")
002 490 208 [_] [X] ------------------------------
- --------------- 30 JUNE 1997
------------------------------
</TABLE>
FOR ANNOUNCEMENT TO THE MARKET
Extracts from this statement for announcement to the market (see note 1).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
$A'000
<S> <C> <C>
Sales (or equivalent operating) revenue (item 1.1) up 33% to 309,891
/+/Operating profit (loss) before abnormal items and tax (item 1.4) up 6% to 8,520
Abnormal items before tax (item 1.5) loss of 136
/+/Operating profit (loss) after tax but before outside /+/equity
interests (item 1.8) up 2% to 6,981
Extraordinary items after tax attributable to members (item 1.13) gain (loss) of Nil
/+/Operating profit (loss) and extraordinary items after tax
attributable to members (item 1.16) up 2% to 6,981
Exploration and evaluation expenditure incurred (item 5.2) up/down % to Nil
Exploration and evaluation expenditure written off (item 5.3) up/down % to Nil
- -----------------------------------------------------------------------------------------------
Dividends Franking rate applicable 39% 36% 33%
- -----------------------------------------------------------------------------------------------
Current period 10 cent N/A Nil cent N/A
Previous corresponding period 10 cent Nil cent Nil cent Nil cent
- -----------------------------------------------------------------------------------------------
/+/Record date for determining entitlements to the dividend,
(in case of a trust, distribution) (see item 15.2) 7 November, 1997
- -----------------------------------------------------------------------------------------------
Short details of any bonus or cash issue or other item(s) of importance not
previously released to the market:
Memtec's operations in America, Europe and Asia are significantly larger than
those in Australia and the predominant trading currency of Memtec is the US
Dollar. Memtec therefore prepares its primary financial statements in US dollars
and in accordance with accounting principles generally accepted in the United
States of America ("USGAAP"). The 1997 USGAAP results were released to the ABX
on 15 August, 1997 and disclosed a profit after tax for the year of
US$7,495,000. Shareholders should refer to the Form 10-K, to be filed with the
United States Securities and Exchange Commission and released to the ASX by 25
September 1997 for a detailed commentary on the results of the 1997 fiscal year.
The difference between the USGAAP result and the Australian result arises
primarily from different accounting treatment for goodwill amortisation and
income tax.
- -----------------------------------------------------------------------------------------------
</TABLE>
+ See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 1
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Consolidated Profit and Loss Account
(The figures are not equity accounted)
<TABLE>
<CAPTION>
Current Period Previous
Corresponding
$A'000 Period
$A'000
--------------------------------------
<S> <C> <C>
1.1 Sales (or equivalent operating) revenue 309,891 232,283
1.2 Other revenue 5,641 2,304
--------------------------------------
1.3 Total Revenue 315,532 234,587
- -----------------------------------------------------------------------------------------------------------------
1.4 +Operating Profit (Loss) Before Abnormal Items and
Tax 8,520 8,054
1.5 Abnormal Items before tax (detail in Item 2.1) (136) -
--------------------------------------
1.6 +Operating profit (loss) before tax (items 1.4 + 1.5) 8,384 8,054
1.7 Less tax (1,403) (1,185)
--------------------------------------
1.8 +Operating profit (loss) after tax but before outside
+equity interests 6,981 6,869
1.9 Less outside +equity interests - -
--------------------------------------
1.10 +Operating Profit (Loss) After Tax Attributable to
Members 6,981 6,869
1.11 Extraordinary Items after tax (detail in Item 2.3) - -
1.12 Less outside +equity Interests - -
--------------------------------------
1.13 Extraordinary Items after tax attributable to members - -
- -----------------------------------------------------------------------------------------------------------------
1.14 Total +operating Profit (Loss) and Extraordinary
Items After Tax (items 1.6 + 1.11) 6,981 6,869
1.15 +Operating profit (loss) and extraordinary items after tax
attributable to outside +equity Interests (Items 1.9 + 1.12) - -
- -----------------------------------------------------------------------------------------------------------------
1.16 +Operating Profit (Loss) and Extraordinary Items
After Tax Attributable to Members (Items 1.10 + 1.13) 6,981 6,869
1.17 Retained profits (accumulated losses) at beginning of
financial period 22,919 17,077
1.18 Aggregate of amounts transferred from reserves - -
- -----------------------------------------------------------------------------------------------------------------
1.19 Total available for appropriation (carried forward) 29,900 23,946
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
+See chapter 19 for defined terms.
Appendix 4B Page 2 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Consolidated Profit and Loss Account Continued
<TABLE>
<S> <C> <C>
1.19 Total available for appropriation (brought forward) 29,900 23,946
1.20 Dividends provided for or paid (1,033) (1,027)
1.21 Aggregate of amounts transferred to reserves - -
1.22 Retained Profits (Accumulated Losses) at end of
Financial Period 28,867 22,919
</TABLE>
Abnormal and Extraordinary Items
<TABLE>
<CAPTION>
Consolidated - Current Period
Before Tax Related Tax After Tax
$A'000 $A'000 $A'000
<S> <C> <C> <C>
2.1 Abnormal items
-Gelman termination fee, net 1,997 (719) 1,278
-restructuring charges and asset write-
downs French Filterite operations (2,133) - (2,133)
2.2 Total Abnormal Items (136) (719) (855)
2.3 Extraordinary Items - - -
2.4 Total Extraordinary Items - - -
</TABLE>
Comparison of Half Year Profits
(Preliminary final statement only)
<TABLE>
<CAPTION>
Current Year Previous Year
$A'000 $A'000
<S> <C> <C>
3.1 Consolidated +operating profit (loss) after tax
attributable to members reported for the 1st half
year (item 1.10 in the half yearly statement) 2,325 800
3.2 Consolidated +operating profit (loss) after tax
attributable to members for the 2nd half year 4,556 6,269
</TABLE>
- --------------------------------------------------------------------------------
+See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 3
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Consolidated Balance Sheet
(See note 5)
<TABLE>
<CAPTION>
-----------------------------------------------------------
At End of As Shown In As In Last
Current Period Last Annual Half Yearly
$A'000 Report Statement
$A'000 $A'000
-----------------------------------------------------------
<S> <C> <C> <C>
Current Assets
4.1 Cash 43,846 35,641 24,509
4.2 Receivables 69,131 62,322 69,173
4.3 Investments - - -
4.4 Inventories 62,030 56,824 57,528
4.4 Other (provide details if material) 7,906 8,555 6,134
-----------------------------------------------------------
4.5 Total Current Assets 183,013 163,242 147,344
- -----------------------------------------------------------------------------------------------------------------------------
Non-Current Assets
4.6 Receivables 4,943 4,371 4,554
4.7 Investments 45 18 29
4.8 Inventories - - -
4.9 Exploration and evaluation expenditure
capitalised (see para. 71 of AASB 1022) - - -
4.10 Development properties (/+/mining entities) - - -
4.11 Other property, plant and equipment (net) 127,510 116,087 120,668
4.12 Intangibles (net) 83,235 81,877 77,060
4.13 Other (provide details if material) 6,581 2,249 3,348
-----------------------------------------------------------
4.14 Total Non-Current Assets 222,314 204,602 205,669
- -----------------------------------------------------------------------------------------------------------------------------
4.15 Total Assets 405,327 367,844 365,013
- -----------------------------------------------------------------------------------------------------------------------------
Current Liabilities
4.16 Accounts payable 49,505 48,605 39,559
4.17 Borrowings 3,181 5,940 1,106
4.18 Provisions 14,945 10,101 9,675
4.19 Other (provide details if material) - - -
-----------------------------------------------------------
4.20 Total Current Liabilities 68,831 54,646 60,340
- -----------------------------------------------------------------------------------------------------------------------------
Non-Current Liabilities
4.21 Accounts payable 2,917 2,997 2,902
4.22 Borrowings 104,778 80,790 79,897
4.23 Provisions 15,919 12,732 12,741
4.24 Other (provide details if material) - - -
-----------------------------------------------------------
4.25 Total Non-Current Liabilities 123,614 95,519 95,540
- -----------------------------------------------------------------------------------------------------------------------------
4.26 Total liabilities 192,245 161,165 145,830
- -----------------------------------------------------------------------------------------------------------------------------
4.27 Net Assets 213,082 206,679 207,133
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ See chapter 19 for defined terms.
Appendix 4B Page 4 1/7/96
<PAGE>
Appendix 4.^^
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Consolidated Balance Sheet Continued
<TABLE>
<S> <C> <C> <C>
Equity
4.28 Capital 25,793 25,592 25,720
4.29 Reserves 158,422 158,168 156,169
4.30 Retained profits (accumulated losses) 28,867 22,919 25,244
4.31 Equity attributable to members of the parent
entity 213,082 206,679 207,133
4.32 Outside +equity interests in controlled entities - - -
4.33 Total Equity 213,082 206,679 207,133
- --------------------------------------------------------------------------------------------------------
4.34 Preference capital and related premium
included as part of 4.31 - - -
- --------------------------------------------------------------------------------------------------------
</TABLE>
Exploration and Evaluation Expenditure Capitalised
To be completed only by entities with mining interests if amounts are material.
Include all expenditure incurred regardless of whether written off directly
against profit.
<TABLE>
<CAPTION>
Current Period Previous
Corresponding Period
$A'000 $A'000
<S> <C> <C>
5.1 Opening balance
5.2 Expenditure incurred during current period N/A N/A
5.3 Expenditure written off during current period
5.4 Acquisitions, disposals, revaluation increments, etc.
5.5 Expenditure transferred to Development Properties
5.6 Closing Balance as Shown in the Consolidated
Balance Sheet (item 4.9)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Development Properties
(To be completed only by entities with mining interests if amounts are material)
<TABLE>
<CAPTION>
Current Period Previous
Corresponding Period
$A'000 $A'000
<S> <C> <C>
6.1 Opening balance
6.2 Expenditure incurred during current period
6.3 Expenditure transferred from exploration and
evaluation N/A N/A
6.4 Expenditure written off during current period
6.5 Acquisitions, disposals, revaluation increments, etc.
Expenditure transferred to mine properties
6.6 Closing Balance as Shown in the Consolidated
Balance Sheet (item 4.10)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
+See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 5
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
(See note 6)
<TABLE>
<CAPTION>
---------------------------------
Current Period Previous
Corresponding
$A'000 Period
$A'000
---------------------------------
<S> <C> <C>
Cash Flows Related to Operating Activities
7.1 Receipts from customers 304,118 217,982
7.2 Payments to suppliers and employees (274,950) (212,080)
7.3 Dividends received - -
7.4 Interest and other items of similar nature received 875 1,121
7.5 Interest and other costs of finance paid (7,197) (3,692)
7.6 Income taxes paid (1,907) (3,046)
7.7 Other (Current period includes $3,780,000 Gelman termination fee received
and merger related expense payments of $1,783,000) 1,819 (271)
---------------------------------
7.8 NET OPERATING CASH FLOWS 22,758 14
- -------------------------------------------------------------------------------------------------------------------------
Cash Flows Related to Investing Activities
7.9 Payment for purchases of property, plant and equipment (25,384) (12,749)
7.10 Proceeds from sale of property, plant and equipment 428 437
7.11 Payment for purchases of equity investments (2,596) (55,846)
7.12 Proceeds from sale of equity investments - -
7.13 Loans to other entities - -
7.14 Loans repaid by other entities - -
7.15 Other (provide details if material) (1,506) (791)
---------------------------------
7.16 NET INVESTING CASH FLOWS (29,158) (68,949)
- -------------------------------------------------------------------------------------------------------------------------
Cash Flows Related to Financing Activities
7.17 Proceeds from issues of + securities (shares, options, etc.) 1,548 46,724
7.18 Proceeds from borrowings - 85,355
7.19 Repayment of borrowings (6,143) (26,863)
7.20 Dividends paid (897) (664)
7.21 Other (provide details if material) (1,484) (1,404)
---------------------------------
7.22 NET FINANCING CASH FLOWS (6,576) 103,148
- -------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash Held 13,376 34,213
7.23 Cash at beginning of period 34,290 1,785
(See Reconciliation of cash)
7.24 Exchange rate adjustments to Item 7.23. (499) (1,708)
---------------------------------
7.25 Cash at End of Period 20,415 34,290
(See Reconciliation of cash)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
Appendix 4B Page 6 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Non-Cash Financing and Investing Activities
Details of financing and investing instructions which have had a material effect
on consolidated assets and liabilities but did not involve cash flows are as
follows. If an amount is quantified, show comparative amount.
- --------------------------------------------------------------------------------
During the financial year the economic entity acquired property, plant and
equipment with an aggregate fair value of $1,453,000 (1996: $1,316,000) by means
of finance leases. These acquisitions are not reflected in the statement of cash
flows.
During the financial year the economic entity issued 3,160 (1996: 6,279) shares
valued at $119,000 (1996: $126,000) in satisfaction of a dividend, under the
Dividend Reinvestment Plan.
On 28 May, 1997, the Company acquired 100% of the issued and outstanding share
capital of Vessel Sri, an Italian filtration company. Under the terms of the
purchase agreement, the former owners of Vessel Sri were paid 3 billion Italian
Lira (A$2,433,000) on 27 June, 1997 with a further 2 billion Italian Lira
(A$1,590,000) payable in two equal instalments on 28 May, 1998 and 1999.
Interest accrues on the two outstanding payments at the rate of 9% per annum and
is also payable on the above anniversary dates.
- --------------------------------------------------------------------------------
Reconciliation of Cash
<TABLE>
<CAPTION>
---------------------------------------------------
Reconciliation of cash at the end of the period (as Current Period Previous Corresponding
shown in the consolidated statement of cash flows) to Period
the related items in the accounts is as follows: $A'000 $A'000
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
8.1 Cash on hand and at bank 40,560 22,373
8.2 Deposits at call 3,386 13,168
8.3 Bank overdraft (2,069) (1,251)
8.4 Other - non current revolving line of credit used
in daily cash management (21,462) -
---------------------------------------------------
8.4 Total Cash at End of Period (Item 7.25) 20,415 34,290
- --------------------------------------------------------------------------------------------------------------
---------------------------------------------------
Current Period Previous Corresponding
Ratios Period
---------------------------------------------------
Profit Before Abnormal and Tax/Sales
9.1 Consolidated +operating profit (loss) before
abnormal items and tax (Item 1.4) as a 2.7% 3.5%
percentage of sales revenue (Item 1.1)
- --------------------------------------------------------------------------------------------------------------
Profit After Tax/+equity Interests
9.2 Consolidated +operating profit (loss) after tax
attributable to members (Item 1.10) as a
percentage of equity (similarly attributable) at 3.3% 3.3%
the end of the period (Item 4.31)
---------------------------------------------------
Earnings Per Security (EPS)
- --------------------------------------------------------------------------------------------------------------
10.1 Calculation of basic, and fully diluted, EPS in
accordance with AASB 1027: Earnings per Share
(a) Basic EPS $0.88 $0.73
(b) Diluted EPS (if materially different from (a)) $0.68 $0.73
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
+ See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 7
<PAGE>
Appendix 4B
Half yearly/preliminary final report
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NTA Banking Current Period Previous
(see note 7) Corresponding
Period
- ---------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
11.1 Net tangible asset backing per + ordinary security $12.59 $12.19
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Details of Specific Receipts/Outlays, Revenues/Expenses
<TABLE>
<CAPTION>
------------------------------------------------
Current Period Previous
Corresponding
$A'000 Period
$A'000
------------------------------------------------
<S> <C> <C>
12.1 Interest revenue included in determining
item 1.4 890 1,148
------------------------------------------------
12.2 Interest revenue included in Item 12.1 but
not yet received (if material) - -
------------------------------------------------
12.3 Interest expense included in Item 1.4
(include all forms of interest, lease
finance charges, etc.) 7,126 3,847
------------------------------------------------
12.4 Interest costs excluded from Item 12.3 and
capitalised in asset values (if material) 152 -
------------------------------------------------
12.5 Outlays (except those arising from the
+acquisition of an existing business)
capitalised in intangibles (if material) 1,506 791
------------------------------------------------
12.6 Depreciation (excluding amortisation of
intangibles) 13,237 9,158
------------------------------------------------
12.7 Amortisation of intangibles 6,709 6,239
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Control Gained Over Entities Having Material Effect
(See note 8)
<TABLE>
<S> <C>
------------------------------------------------
13.1 Name of entity (or group of entities) N/A
------------------------------------------------
13.2 Consolidated +operating profit (loss) and
extraordinary items after tax of the entity
(or group of entities) since the date in the
current period on which control was +acquired $
------------------------------------------------
13.3 Date from which such profit has been calculated
------------------------------------------------
13.4 +Operating profit (loss) and extraordinary items
after tax of the entity (or group of entities)
for the whole of the previous corresponding
period $
------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
+ See chapter 19 for defined terms.
Appendix 48 Page 8 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
LOSS OF CONTROL OF ENTITIES HAVING MATERIAL EFFECT
(See note 8)
<TABLE>
<S> <C> <C>
------------------------------------
14.1 Name of entity (or group of N/A
entities) ------------------------------------
14.2 Consolidated +operating profit (loss) and extraordinary items after tax ------------------------------------
of the entity (or group of entities) for the current period to the data of $
loss of control ------------------------------------
14.3 Data to which the profit (loss) in item 14.2 has been calculated
14.4 Consolidated +operating profit (loss) and extraordinary items after tax ------------------------------------
of the entity (or group of entities) while controlled during the whole of
the previous corresponding period $
14.5 Contribution to consolidated +operating profit (loss) and extraordinary ------------------------------------
items from sale of interest leading to loss of control $
------------------------------------
</TABLE>
REPORTS FOR INDUSTRY AND GEOGRAPHICAL SEGMENTS
Information on the industry and geographical segments of the entity must be
reported for the current period in accordance with AASB 1005; Financial
Reporting by Segments. Because of the different structures employed by entities,
a pro forma is not provided. Segment information should be completed separately
and attached to this statement. However, the following is the presentation
adopted in the Appendices to AASB 1005 and indicates which amount should agree
with items included elsewhere in this statement.
<TABLE>
<S> <C>
Segments
Operating Revenue
Sales to customers outside the economic entity
Inter-segment sales
Unallocated revenue
Total Revenue (consolidated total equal to Item 1.3) Refer Attached
Segment result (including abnormal items where relevant
Unallocated expenses
Consolidated+operating profit after tax (before equity accounting) (equal to
Item 1.8)
Segment assets ) Comparative data for segment assets
Unallocated Assets ) should be as at the end of the
Total Assets (equal to Item 4.15) ) previous corresponding period.
</TABLE>
<TABLE>
<S> <C>
DIVIDENDS (IN THE CASE OF A TRUST, DISTRIBUTIONS) ------------------------------
15.1 Date the dividend (distribution) is payable 21 November, 1997
------------------------------
15.2 +Record data to determine entitlements to the dividend (distribution) 7 November, 1997
(i.e., on the basis of registrable transfers received up to 5.00 pm if paper ------------------------------
based, or by "End of Day" if a proper +SCH transfer)
15.3 If it is a final dividend, has it been declared? Yes
(Preliminary final statement only) ------------------------------
- ------------------------------------------------------------------------------------------------------------------------
+ See Chapter 19 for defined terms.
</TABLE>
1/7/96 Appendix 4B Page 9
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Amount Per Security
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Franking Rate Applicable 39% 36% 33%
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Preliminary final statement only)
15.4 Final Dividend: Current year 10 cents N/A Nil cents N/A
15.5 Previous Year 10 cents Nil cents Nil cents Nil cents
- --------------------------------------------------------------------------------------------------------
(Half yearly and preliminary final statements)
15.6 Interim Dividend: Current year Nil cents N/A Nil cents N/A
15.7 Previous year Nil cents Nil cents Nil cents Nil cents
- --------------------------------------------------------------------------------------------------------
</TABLE>
Total Annual Dividend (Distribution) Per Security
(Preliminary final statement only)
<TABLE>
<CAPTION>
------------------------------------------------------
Current Year Previous Year
------------------------------------------------------
<S> <C> <C>
15.8 /+/Ordinary securities 10 cents 10 cents
15.9 Preference /+/securities Nil cents Nil cents
------------------------------------------------------
</TABLE>
Total Dividend (Distribution)
<TABLE>
<CAPTION>
------------------------------------------------------
Current Period Previous Corresponding
Period
$A'000 $A'000
------------------------------------------------------
<S> <C> <C>
15.10 /+/Ordinary securities 1,033 1,027
15.11 Preference /+/securities - -
15.12 Total 1,033 1,027
------------------------------------------------------
</TABLE>
The /+/dividend or distribution plans shown below are in operation.
- --------------------------------------------------------------------------------
Memtec Limited Dividend Reinvestment Plan
- --------------------------------------------------------------------------------
The last date(s) for receipt of election notices for -------------------------
the /+/dividend or distribution plans 7 November, 1997
-------------------------
Any other disclosures in relation to dividends (distributions)
- --------------------------------------------------------------------------------
Nil
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
Appendix 4B Page 10 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Equity Accounted Associated Entities and Other Material Interests
Equity accounting information attributable to the economic entity's share of
investments in associated entities must be disclosed in a separate note. See
AASE 1016: Disclosure of Information about Investments in Associated Companies.
<TABLE>
<CAPTION>
---------------------------------------------------------------
Current Period Previous Corresponding
Investments in associated entities Period
$A'000 $A'000
---------------------------------------------------------------
<S> <C> <C>
16.1 Statutory carrying value of investments in
associated entities (SCV) N/A N/A
16.2 Share of associated entities' retained profits
and reserves not included in SCV:
Retained profits
Reserves
---------------------------------------------------------------
Equity Carrying Value of Investments
16.3
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Material Interests in Entities Which are not Controlled Entities
The economic entity has an interest (that is material to it) in the following
entities.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Name of Entity Percentage of Ownership Interest Contribution to +operating Profit (Loss)
(+ordinary Securities, +units etc) Held and Extraordinary Items After Tax
at End of Period
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
17.1 Equity Current Previous Current Period Previous
Accounted Period Corresponding Corresponding
Associated Period Period
Entities $A'000 $A'000
--------------------------------------------------------------------------------------------------
Equity Accounted
-------------------------------------------------
N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------------
17.2 Other Material Net Equity Accounted (Is Part of
Interests Item 1.14)
-------------------------------------------------
N/A N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 11
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Issued and Quoted Securities at End of Current Period
Description includes rate of interest and any redemption or conversion rights
together with prices and dates.
<TABLE>
<CAPTION>
-----------------------------------------------------------
Number Issued Number Par Value Paid-Up
Category of +securities Quoted (cents) Value
(cents)
-----------------------------------------------------------
<S> <C> <C> <C> <C>
18.1 Preference +securities N/A N/A N/A N/A
(description)
-----------------------------------------------------------
18.2 Issued during current N/A N/A N/A N/A
period
- -----------------------------------------------------------------------------------------------
18.3 +Ordinary Securities 10,317,348 10,317,348 250 250
-----------------------------------------------------------
18.4 Issued during current 80,607 80,607 250 250
period
- -----------------------------------------------------------------------------------------------
18.5 +Convertible Debt
Securities (description N/A N/A N/A N/A
and conversion factor)
-----------------------------------------------------------
18.6 Issued during current N/A N/A N/A N/A
period
- -----------------------------------------------------------------------------------------------
18.7 Options (description and Exercise Expiry
conversion factor) Refer Attached Price Date
----------------------
-----------------------------------------------------------
18.8 Issued during current
period Refer Attached
-----------------------------------------------------------
18.9 Exercised during current
period Refer Attached
-----------------------------------------------------------
18.10 Expired during current
period Refer Attached
- -----------------------------------------------------------------------------------------------
18.11 Debentures (totals only) N/A N/A
------------------------------------
18.12 Unsecured Notes (totals N/A N/A
only)
------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+See chapter 19 for defined terms.
Appendix 4B Page 12 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- -------------------------------------------------------------------------------
COMMENTS BY DIRECTORS
Comments on the following matters are required by ASX or, in relation to the
half yearly statement, by AASB 1029: Half-Year Accounts and Consolidated
Accounts. The comments do not take the place of the directors' report and
statement (as required by the Corporations Law) and may be incorporated into the
directors' report and statement. For both half yearly and preliminary final
statements, if there are no comments in a section, state NIL. If there is
insufficient space to comment, attach notes to this statement.
BASIS OF ACCOUNTS PREPARATION
If this statement is a half yearly statement, it is a general purpose financial
report prepared in accordance with the listing rules and AASB 1029: Half-Year
Accounts and Consolidated Accounts. It should be read in conjunction with the
last annual report and any announcements to the market made by the entity during
the period. [Delete if inapplicable.]
Material factors affecting the revenues and expenses of the economic entity
for the current period
- --------------------------------------------------------------------------------
On 29 October 1996, Gelman Sciences Inc. ("Gelman") announced its decision to
terminate the Agreement and Plan of Reorganization and Merger between Gelman and
Memtec Limited ("Memtec") and paid Memtec the termination fee required
under the merger agreement. The $3,780,000 (US$3 million) fee increased
operating profit before tax by $1,997,000 after the deduction of merger related
expenses.
Expenses and termination fees in relation to terminated acquisitions and mergers
are considered part of the ordinary operations of the Company and have therefore
always been included in operating profit. AASB 1018 "Profit and Loss Accounts"
requires items of revenue and expense included in operating profit, which are
considered abnormal by their size and effect on the operating profit to be
separately disclosed as an "Abnormal Item". The Gelman merger termination fee,
net of related expenses, is considered abnormal by its size and effect on the
operating profit for the year ended 30 June 1997 and has therefore been
disclosed as an Abnormal item (refer item 2.1).
During the year, restructuring charges and asset writedowns were incurred
totalling $2,133,000 in relation to Memtec's Filterite operations in France.
The restructuring will focus the French operations on global brands and away
from non core engineering businesses conducted exclusively in France.
Subsequent to the end of the financial year, it is expected that approximately a
further $3 million of additional restructuring costs will be incurred in
relation to this restructure.
- --------------------------------------------------------------------------------
A description of each event since the end of the current period which has had a
material effect and is not related to matters already reported, with financial
effect quantified (if possible)
- --------------------------------------------------------------------------------
NII, other than the restructuring costs noted above.
- -------------------------------------------------------------------------------
Franking credits available and prospects for paying fully or partly franked
dividends for at least the next year
- -------------------------------------------------------------------------------
NII
- -------------------------------------------------------------------------------
Changes in accounting policies since the last annual report are disclosed as
follows.
(Disclose changes in the half yearly statement in accordance with paragraph
15(c) of AASB 1029; Half-Year Accounts and Consolidated Accounts. Disclose
changes in the preliminary final statement in accordance with AASB 1001;
Accounting Policies-Disclosure.)
- --------------------------------------------------------------------------------
NII
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 13
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Additional Disclosure for Trusts
19.1 Number of units held by the management ---------------------------
company or a related party of it N/A
---------------------------
19.2 A statement of the fees and commissions ---------------------------
payable to the management company N/A
Identity:
- initial service charges
- management fees
- other fees
---------------------------
Annual Meeting
(Preliminary final statement only)
The annual meeting will be held as follows: ---------------------------
Place Hotel Inter-Continental,
Sydney
---------------------------
Date 28 November, 1997
---------------------------
Time 2:00pm
---------------------------
Approximate date the annual report will be 10 November, 1997
available
---------------------------
Compliance Statement
1 This statement has been prepared under accounting policies which comply with
accounting standards as defined in the Corporations Law or other standards
acceptable to ASX (see note 13).
---------------------------
Identify other standards used N/A
---------------------------
2 This statement, and the financial statements under the Corporation Law (if
separate), use the same accounting policies.
3 This statement does give a true and fair view of the matters disclosed (see
note 2).
- --------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
Appendix 4B Page 14 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
4 This statement is based on financial statements to which one of the
following applies.
<TABLE>
<C> <S> <C> <C>
(Tick one)
------------ ------------
The financial statements have The financial statements have been
been audited. subject to review by a registered
auditor (or overseas equivalent).
------------ ------------
The financial statements are The financial statements have not
X in the process of being yet been audited or reviewed.
audited or subject to review.
------------ ------------
</TABLE>
5 If the accounts have been or are being audited or subject to review and the
audit report is not attached, details of any qualifications are
attached/will follow immediately they are available* (delete one). (Half
yearly statement only - the audit report must be attached to this statement
if the statement is to satisfy the requirements of the Corporations Law.)
6 The entity has a formally constituted audit committee.
Sign here: /s/ Date: 12/9/97
-------------------------- ----------------
Company Secretary
Print Name:
--------------------------
Notes
1. For announcement to the market The percentage changes referred to in this
section are the percentage changes calculated by comparing the current
period's figures with those for the previous corresponding period. Do not
show percentage changes if the change is from profit to loss or loss to
profit, but still show the amount of the change up or down.
2. True and fair view If this statement does not give a true and fair view of
a matter (for example, because compliance with an Accounting Standard is
required) the entity must attach a note providing additional information
and explanations to give a true and fair view.
3. Consolidated profit and loss account
Item 1.1 The definition of "operating revenue" and an explanation of
"sales revenue" (or its equivalent) and "other revenue" are set
out in AASB 1004: Disclosure of Operating Revenue.
Item 1.2 "other revenue" includes abnormal items, but excludes
extraordinary revenue items.
Item 1.4 "operating profit (loss) before abnormal items and tax" is
calculated before dealing with outside equity interests and
extraordinary items, but after deducting interest on borrowings,
depreciation and amortisation.
Item 1.7 This item refers to the total tax attributable to the amount
shown in Item 1.6. Tax includes income tax and capital gains tax
(if any) but excludes taxes treated as operating expenses (eg,
fringe benefits tax).
4. Income tax. If the amount provided for income tax in this statement differs
(or would differ but for compensatory items) by more than 15% from the
amount of income tax prima facie payable on the profit before tax, the
entity must explain in a note the major items responsible for the
difference and their amounts.
- --------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
1/7/96 Appendix 4B Page 15
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- -------------------------------------------------------------------------------
5. CONSOLIDATED BALANCE SHEET
FORMAT The format of the consolidated balance sheet should be followed as
closely as possible. However, additional items may be added if greater
clarity of exposition will be achieved, provided the disclosure still meets
the requirements of AASB 1029. Banking institutions and trusts may
substitute a clear liquidity ranking for the Current/Non-Current
classification.
BASIS OF REVALUATION If there has been a material revaluation of non-
current assets (including investments) since the last annual report, the
entity must describe the basis of revaluation adopted. The description must
meet the requirements of paragraphs 19-21 of AASB 1010: Accounting for the
Revaluation of Non-Current Assets. If the entity has adopted a procedure of
regular revaluation, the basis for which has been disclosed and has not
changed, no additional discolure is required. Trusts should also note
paragraph 10 of AASB 1029 and paragraph 11 of AASB 1030.
6. STATEMENT OF CASH FLOWS For definitions of "cash" and other terms used in
this statement see AASB 1026: Statement of Cash Flows. Entitles should
follow the form as closely as possible, but variations are permitted if the
directors (in the case of a trust, the management company) believe that
this presentation is appropriate. However, the presentation adopted must
meet the requirements of AASB 1026. /+/Mining exploration entities may use
the form of cashflow statement in Appendix 5B.
7. NET TANGIBLE ASSET BACKING Net tangible assets are determined by deducting
from total tangible assets all claims on those assets ranking ahead of the
/+/ordinary securities (i.e., all liabilities, preference shares, outside
/+/equity interests etc). /+/Mining entities are not required to state a
net tangible asset backing per /+/ordinary security.
8. GAIN AND LOSS OF CONTROL OVER ENTITIES The gain or loss must be disclosed
if it has a material effect on the consolidated financial statements.
Details must include the contribution for each gain or loss that increased
or decreased the entity's consolidated /+/operating profit (loss) and
extraordinary items after tax by more than 5% compared to the previous
corresponding period.
9. EQUITY ACCOUNTING If an entity adopts equity accounting, no comparative
equity accounting figures are required in the first period following its
adoption.
10. ROUNDING OF FIGURES This statement anticipates that the information
required is given to the nearest $1,000. However, an entity may report
exact figures, if the $A'000 headings are amended. If an entity qualifies
under an ASC Class Order dated 17 August 1994, it may report to the nearest
million dollars, or to the nearest $100,000, if the $A'000 headings are
amended.
11. COMPARATIVE FIGURES Comparative figures are normally the unadjusted
figures from the previous corresponding period. However, if the previously
reported figures are adjusted to achieve greater comparability, a note
explaining the adjustment must be included with this statement. If no
adjustment is made despite a lack of comparability, a note explaining the
position should be attached.
12. ADDITIONAL INFORMATION An entity may disclose additional information
about any matter, and must do so if the information is material to an
understanding of the financial statements. The information may be an
expansion of the material contained in this statement, or contained in a
note attached to the statement. The requirement under the listing rules for
an entity to complete this statement does not prevent the entity issuing
reports more frequently. Additional material lodged when the /+/ASC under
the Corporations Law must also be given to ASX. For example, a directors'
report and statement, if lodged with /+/ASC, must be given to ASX.
- -------------------------------------------------------------------------------
+ See chapter 19 for defined terms.
Appendix 4B Page 16 1/7/96
<PAGE>
Appendix 4B
Half yearly/preliminary final report
- -------------------------------------------------------------------------------
13. Accounting Standards ASX will accept, for example, the use of
International Accounting Standards for foreign entities. If the standards
used do not address a topic, the Australian standard on that topic (if
one) must be complied with.
14. Borrowing corporations As at 1/7/96, this statement may be able to be used
by an entity required to comply with the Corporations Law as part of its
half yearly financial statements if prepared in accordance with Australian
Accounting Standards. However, borrowing corporations must comply with
Schedule 5 of the Corporations Regulations. See regulation 3.6.02(4).
=====
- --------------------------------------------------------------------------------
* See Chapter 19 for defined terms.
1/7/96 Appendix 4B Page 17
<PAGE>
Memtac Limited
ACN 002 490 208
Notes to Preliminary Final Report
1. OUTSTANDING OPTIONS AT JUNE 30, 1997
- ---------------------------------------
a). UNQUOTED OPTIONS:
<TABLE>
<CAPTION>
-----------------------------------------
Number of Exercise Expiry
Options Price Date
-----------------------------------------
<S> <C> <C>
11,800 11.50 18-Aug-97
5,400 17.50 01-Mar-98
1,800 19.00 20-Aug-98
20,000 18.50 23-Nov-98
25,000 15.70 17-Nov-99
27,000 24.20 16-Nov-00
*75,000 40.90 28-Nov-01
---------
166,000
-----------------------------------------
</TABLE>
* Issued during the period
b). MEMTAC LIMITED
EMPLOYEE
OPTION SCHEME: 30,898 19.00 (Various)
-------- (Average)
(Issued during the period: Nil)
c). MEMTAC INCENTIVE
OPTION PLAN 457,100 26.99 (Various)
-------- (Average)
(Issued during the period: 220,200)
-------
TOTAL OPTIONS
OUTSTANDING 653,998
-------
During the period 6,000 unquoted options expired at a price of $35.60 and 47,800
unquoted options were exercised at an average price of $20.06.
During the period 904 Memtec Limited Employee Option Scheme options expired at a
price of $19.00 and 2,098 Memtec Limited Employee Option Scheme options were
exercised at a price of $19.00.
During the period 23,300 Memtec Incentive Option Plan options were exercised at
an average price of $18.62 and a further 7,200 Memtec Incentive Option Plan
options expired at an average price of $24.59.
18
<PAGE>
MEMTEC LIMITED
ACN 002 490 208
NOTES TO PRELIMINARY FINAL REPORT
2. INCOME TAX:
- --------------
The amount of income tax attributable to the
financial year differs from the amount prima facie
payable on the operating profit. The differences 1997 1996
are reconciled as follows: $'000 $'000
PRIMA FACIE INCOME TAX ON THE OPERATING
PROFIT AT 36% 3,018 2,899
Tax effect of permanent differences which
Reduce tax payable:
Deductible amortisation 575 589
Utilisation of group losses 1,730 1,046
Other 52 0
---------------
2,357 1,635
---------------
Increase tax payable:
Legal, entertainment, and sundry expenses
not deductible 227 144
Amortisation of intangibles 1,533 1,402
Net income of foreign controlled bodies corporate
subject to higher rates of foreign tax 577 755
Non deductible German trade tax 693 52
Other 0 55
---------------
3,030 2,408
---------------
Prima facie tax adjusted for permanent differences 3,691 3,672
Tax effect of tax losses and timing differences
not brought to account 3,650 311
Tax effect of tax losses and timing differences
brought to account (5,461) (2,606)
Prior year adjustment (477) (192)
----------------
INCOME TAX ATTRIBUTABLE TO OPERATING PROFIT $1,403 $1,185
================
19
<PAGE>
MEMTEC LIMITED
ACN: 002 490 208
PRELIMINARY FINAL STATEMENT
Segment Information
The economic entity operates predominantly in one industry segment, being the
filtration industry and in the following geographical locations.
<TABLE>
<CAPTION>
Asia/Pacific United States of Europe Eliminations Consolidated
America
1997 1996 1997 1996 1997 1996 1997 1996 1997 1996
$1 000 $1 000 $1 000 $1 000 $1 000 $1 000 $1 000 $1 000 $1 000 $1 000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales to customers outside
economic entity 79,055 75,223 116,850 92,193 113,986 64,867 - - 309,891 232,283
Inter-segment sales 11,773 8,192 43,526 42,135 1,147 130 (56,446) (50,457) - -
Unallocated revenue - - - - - - - - 5,641 2,304
- -----------------------------------------------------------------------------------------------------------------------------------
Total operating revenues 90,828 83,415 160,376 134,328 115,133 64,997 315,532 234,587
============================================================================================ ==================
Segment result 9,687 6,887 4,776 5,766 2,429 2,936 10 (245) 17,102 15,144
==============================================================================================================
Unallocated income 5,098 1,585
Unallocated expenses (15,218) (9,860)
------------------
Consolidated operating
profit/(loss) after tax 8,981 6,669
==================
Segment assets 85,566 72,795 152,751 133,263 147,050 151,656 - - 386,367 357,714
==============================================================================================================
Unallocated assets 19,960 10,130
------------------
Total assets 405,327 367,844
==================
</TABLE>
Inter-segment pricing is on a negotiated cost plus basis
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 23
- --------------------------------------------------------------------------------
APPENDIX B
Exemptions and modification of the ASC
- --------------------------------------------------------------------------------
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 728
EXEMPTION
Pursuant to section 728 of the Corporations Law ("Law"), the Australian
Securities Commission (Commission) hereby exempts the person named in Schedule A
(offeror) from compliance with section 656(1) of the Law in the case referred to
in Schedule B, so that each of the takeover offers referred to in Schedule may,
subject to the conditions listed in Schedule C (conditions), be varied by
extending the period of the offer at any time before the end of the offer period
without the offer at the time of the extension being free of defeating
conditions.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 498 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
SCHEDULE C
1. The offeror must no later than 5pm on the day on which the offer period
would, but for the extension, have ended:
a) make an announcement of the declaration to the Australian Stock
Exchange Limited, Company Announcements Platform; and
b) issue a press release via generally accepted media channels of the
declaration.
2. The offeror must also comply with the requirements of section 657 of the
Law in respect of the proposed variation.
3. The proposed extension must, if it is effected less than 7 days before the
day which would have been the last day of the offer period but for such
extension, not be for a period less than 5 business days.
Dated this 18th day of September 1997
/s/ Ch'ng Swee Joo
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 728
EXEMPTION
Pursuant to section 728 of the Corporations Law ("Law"), the Australian
Securities Commission (Commission) hereby exempts the person named in Schedule A
(offeror) from compliance with section 663(2) of the Law in the case referred to
in Schedule B to permit the offers referred to in Schedule B to be declared free
from a defeating condition at any time before the end of the offer period.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
A takeover scheme or any contracts resulting from the acceptance of takeover
scheme offers by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
SCHEDULE C
1. The offeror must no later than 5pm on the day on which the offer period
ends:
(a) make an announcement of the declaration to the Australian Stock
Exchange Limited, Company Announcements Platform; and
(b) issue a press release via generally accepted media channels of the
declaration.
2. The offeror must also comply with the requirements of sub-sections 663(3)
and 663(4) of the Law in respect of the declaration.
Dated this 18th day of September 1997
/s/ Ch'ng Swee Joo
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
Australian Securities Commission
Corporations Law--Section 728--Exemption
Pursuant to section 728 of the Corporations Law (Law), the Australian Securities
Commission (Commission) hereby exempts the person named in Schedule A (offeror)
from compliance with section 636(1) of the Law in the case of each of the
takeover offers referred to in Schedule B (takeover offers) insofar, subject (in
the case of paragraph (a) below only) to the conditions listed in Schedule C, as
it is necessary:
(a) to permit payment of the consideration by the offeror under the takeover
offers to be paid either in Australian dollars (AUD) or United States of
America dollars (USD); and
(b) to permit the takeover offers to stipulate that each offeree in the United
States of America who accepts the offer in respect of certificated shares
must do so by delivering a form of acceptance and transfer to an agent of
offeror in the United States of America.
SCHEDULE A
USFC Acquisition Inc (a company incorporated in the State of Delaware in the
United States of America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares
(Shares) and American Depositary Shares (ADSs) representing fully paid ordinary
shares in Memtec Ltd (ACN 002 490 208) in respect of which a Part A statement
was registered by the Commission on or about the date of this instrument.
SCHEDULE C
1. Subject to the following provisions, the consideration payable under the
offer will be made in USD.
2. All holders of Shares and/or ADS's who accept the offer (including those
whose Shares and/or shares represented by ADSs' are the subject of
compulsory acquisition under Division 6 of Part 6.5 of the Law) will have
the right to elect to receive payment in AUD in lieu of USD determined in
accordance with clause 4. That election can be made by the holder of shares
and/or ADS's completing provisions in the Letter of Transmittal (in the
case of shares represented by ADS's) and the Acceptance and Transfer Form
(in the case of Shares).
3. However, if an election under clause 2 is not made:
(a) the holder of ADSs will receive USD; and
(b) the holder of Shares will receive AUD determined in accordance with
clause 4.
<PAGE>
2
4. Conversion of USD into AUD will be made on the basis that the cash amount
payable in USD will be converted, without charge, from USD to AUD at the
exchange rate obtainable by Corporate Registry Services Pty Limited (as
registry for offeror in Australia) in the case of Shares, or IBJ Schroder
Bank & Trust Company in the case of Shares or shares represented by ADS's on
the spot market in Sydney or New York, respectively, at approximately noon
(local time) on the date that the offeror makes the cash consideration
available to Corporate Registry Services Pty Limited or IBJ Schroder Bank &
Trust Company (as the case may be) for forwarding to accepting holders of
ADS's or Shares.
5. All payments of consideration to holders of Shares and ADSs, who have been
deemed to have elected, or who in fact have elected, to receive the
consideration in AUD must be made by a cheque drawn against a bank holding a
banking licence under the Banking Act (Cth) 1959.
Dated this 18th day of September 1997
/s/ Ch'ng Swee Joo
- -------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 728
EXEMPTION
Pursuant to section 728 of the Corporations Law ("Law"), the Australian
Securities Commission ("Commission") hereby exempts the person named in Schedule
A (offeror) from compliance with section 642A of the Law in the case referred
to in Schedule B, so the offers under the takeover scheme referred to in
Schedule B may be accepted either in the manner:
(a) required by section 642A(1) of the Law; or
(b) any other means which the offer referred to in Schedule B permits.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware
in the United States of America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
Australian Securities Commission
Corporations Law - Section 730 - Declaration
Pursuant to section 730(1) of the Corporations Law ("Law"), the Australian
Securities Commission ("Commission") declares that Chapter 6 of the Law applies
to the person named in Schedule A in the case referred to in Schedule B as if:
1. Section 603 were modified by:
(a) inserting the following definitions:
"additional shares", in relation to a takeover scheme, means shares:
(a) issued during the takeover period;
(b) which, on issue are of the same class as the shares to which the takeover
scheme relates; and
(c) specified in the Part A statement as being shares to which the takeover
scheme relates.
"convert" includes exercise;
"convertible securities", in relation to a company, comprise:
(a) securities to which are attached rights granted by the company to be
allotted shares in the company; and
(b) any other rights granted by the company (whether or not securities as
defined in section 92) to subscribe for shares in the company."; and
(b) adding the following words to the end of the paragraph (c) of the
definition of "prescribed occurrence";
"(other than an allotment of additional shares by the target
company pursuant to the conversion of convertible securities
issued before the date of the offers)".
2. section 634 were modified by:
(a) inserting "(1)" at the beginning of the section;
(b) inserting the following subsection after subsection (1):
"(2) So far as practicable apply this Division and Division 2 to a takeover
scheme as if;
(a) additional shares form part of the relevant class; and
<PAGE>
2
(b) holders of convertible securities were holders of the additional shares
which may be issued on conversion of those convertible securities."
3. section 636 were modified by inserting the following word and paragraph after
paragraph 636(1)(b):
"; and
(c) any differences in the manner or time prescribed for acceptance of the
offers attributable only to the fact that at the time the offers for shares in
the relevant class were first made, or at any time during the offer period, the
offeree held an additional share or a convertible security.";
4. subsection 636(2) were modified by inserting after the words "relevant class"
the words:
"and to each holder of convertible securities who does not hold other shares in
the relevant class.";
5. Subsection 638(4) were modified by inserting the following paragraphs after
paragraph (b):
"(c) the maximum number of shares which may become part of the relevent class;
and
(d) the maximum number of shares in the relevant class to which the offeror may
become entitled upon exercise of convertible securities held by the offeror or
its associates.";
6. section 639 were modified by adding the following subsections at the end of
the section:
"(3) The offeror must, not later than two business days after becoming aware of
the name and address of a person to whom additional shares are issued during the
offer period and to whom an offer has not already been sent, send in an approved
manner to that person
(a) an offer dated the same day as offers already sent under the takeover
scheme;
(b) a copy of each document or notice which has been published or given under
Divisions 3,5 or 6 of this Part during the offer period; and
(c) a covering letter explaining the effect of those documents and notices.
(4) Subsections 637(1), 638(2) and 646(1) do not apply to an offer sent under
this section.";
7. subparagraph 647(1)(b)(ii) were modified to read:
"give a copy of that statement to each person;
<PAGE>
3
(A) registered at the date of the Part B Statement as the holder of shares to
which the Part A statement relates; and
(B) to whom an offer to which that Part A statement relates was made.";
8. section 647 were modified by inserting the following subsection after
subsection (1);
"(1A) The offeror must, within 2 business days of the target giving a Part B
statement in accordance with subparagraphs (1)(b)(i) and (ii), give a copy of
the Part B statement to each person to whom an offer was made under the takeover
scheme only because the person was the holder of convertible securities and to
whom the target company has not sent a copy of the Part B statement";
9. subsection 662(4) were modified to read as follows;
"(4) The number of shares specified in accordance with subsection (3) may be
expressed as a number of shares, or as a percentage of the total number of
shares which are at the end of the offer period included in that class to which
the offer relates.";
10. paragraph 701(1)(a) were modified to read as follows:
"where takeover offers have been made under a full takeover scheme in respect of
shares in a class of shares (including additional shares), the shares in respect
of which the offers were made (including the additional shares) are shares
subject to acquisition. Shares to which the offeror was entitled when the first
of the offers was made and additional shares to which the offeror became
entitled upon their issue, however, are not shares subject to acquisition;"
11. paragraph 701(2)(a) were modified by inserting after the words "class of
shares" the following words:
"including additional shares,";
12. clause 11 in Part A in section 750 were modified by inserting after the
words "offers relate" the following:
"(including any shares referred to in paragraph 638(4)(c))".
SCHEDULE A
USFC Acquisition Inc.
(A company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
pf49/F
<PAGE>
4
This modification applies to the takeover scheme by the person named in
Schedule A for fully paid ordinary shares and American Depositary Shares
(ADS's) representing fully paid ordinary shares in the company named in
Schedule C in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
It does not apply if the offers made under the scheme are subject to a defeating
condition which would operate if the target company issued additional shares
(as defined above) during the offer period.
SCHEDULE C
Memtec Ltd (ACN 002 490 208)
Dated this 18th day of September 1997.
Signed /s/ CH'NG SWEE JOO
------------------------------------------------------------
Ch'ng Swee Joo, a delegate of the Australian Securities Commission
<PAGE>
4
This modification applies to the takeover scheme by the person named in Schedule
A for fully paid ordinary shares and American Depositary Shares (ADS's)
representing fully paid ordinary shares in the company named in Schedule C in
respect of which a Part A statement was registered by the Commission on or about
the date of this instrument.
It does not apply if the offers made under the scheme are subject to a defeating
condition which would operate if the target company issued additional shares (as
defined above) during the offer period.
SCHEDULE C
Memtec Ltd. (ACN 002 490 208)
Dated this 18th day of September 1997.
Signed /s/ Ch'ng Swee Joo
--------------------
Ch'ng Swee Joo, a delegate of the Australian Securities Commission
<PAGE>
4
This modification applies to the takeover scheme by the person named in Schedule
A for fully paid ordinary shares and American Depository Shares (ADS's)
representing fully paid ordinary shares in the company named in Schedule C in
respect of which a Part A statement was registered by the Commission on or about
the date of this instrument.
It does not apply if the offers made under the scheme are subject to a defeating
condition which would operate if the target company issued additional shares (as
defined above) during the offer period.
SCHEDULE C
Memtec Ltd (ACN 002 490 208)
Dated this 18th day of September 1997.
Signed /s/ Ch'ng Swee Joo
--------------------
Ch'ng Swee Joo, a delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW - SECTION 728 - EXEMPTION
Pursuant to section 728 of the Corporations Law ("Law") the Australian
Securities Commission ("Commission") exempts the person named in Schedule A
("applicant") from compliance with the section or sections listed in Schedule B
in the case referred to in Schedule C to the extent that the section or sections
require the document to be signed by a director of the applicant on condition
that:
(a) the document is signed by an agent of the director, authorized in
writing, in his or her place; and
(b) an original or verified copy authorisation is lodged with the Commission
with the signed document referred to in paragraph (a).
SCHEDULE A
USFC Acquisition Inc (a company incorporated in the State of Delaware in the
United States of America)
SCHEDULE B
s637(1)(a) - Part A Statement
s657(1)(a) - Notice of Variation
s657(2)(a) - Notice of variation - offer period to exceed 6 months
SCHEDULE C
The takeover scheme by USFC Acquisition Inc (a company incorporated in the State
of Delaware in the United States of America) in relation to fully paid ordinary
shares and American Depositary shares representing fully paid ordinary shares in
Memtec Ltd (ACN 002 490 208) in respect of which a Part A statement is
registered by the Commission on or about the date of this instrument.
Dated this 18th day of September 1997.
Signed /s/ CH'NG SWEE JOO
- ------------------------------------------------------------------
Ch'ng Swee Joo, a delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 730
DECLARATION
Pursuant to section 730(1) of the Corporation Law ("Law"), the Australian
Securities Commission ("Commission") hereby declares that Chapter 6 of the Law
applies in relation to the person named in Schedule A in the case referred to in
Schedule B as if sub-paragraph 2(a) in Part A in Section 750 of the Law was
modified or varied by inserting "business" before "addressees of all the
directors."
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 728
EXEMPTION
Pursuant to section 728 of the Corporations Law ("Law"), the Australian
Securities Commission (Commission) hereby exempts the person named in Schedule A
(offeror) from compliance with paragraph 641(1) and clause 4 of Part A in
section 750 of the Law in the case referred to in Schedule B (Takeover Scheme)
to the extent that those provisions require the Part A statement to disclose
any acquisitions or disposals in the target company within 4 months of the day
specified in clause 4 of Part A in section 750 of the Law by any persons
referred to in Schedule C, in the circumstances referred to in Schedule C.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
SCHEDULE C
1. Any related body corporate of the Offeror and any director or secretary of
the Offeror or any related body corporate of the Offeror:
(a) acting in the capacity of trustee of a superannuation fund established
for the benefit of employees of the Offeror or of any of its related
bodies corporate, who has acquires or disposes of a relevant interest in
shares solely in that capacity without the actual knowledge of the
Offeror by reason of a decision made and implemented by a fund manager
which is not related to the Offeror and which independently of and
without direction from the trustee, the Offeror or any of its related
bodies corporate; and
(b) where the aggregate number of voting shares of the Target in each
superannuation fund in which each of the trustees has a relevant interest
does not exceed five per cent of the ordinary shares in the Target.
2. Any:
<PAGE>
(a) related bodies corporate of the Offeror:
(i) the operations and management of which are conducted outside
Australia;
(ii) which are associates of the Offeror by reason only as section 11
of the Law;
(iii) which are not involved in the planning or progress of the Takeover
Scheme; and
(iv) which are not investment companies;
(b) directors and secretaries of such related bodies corporate who are:
(i) resident outside Australia;
(ii) not involved in the planning or progress of the Takeover
Scheme; and
(iii) associates of the Offeror by reason only of section 11 of the Law;
who has or commences to have or ceases to have a relevant interest in
shares, where the Offeror does not have actual knowledge of the interest,
acquisition or disposal, and where the aggregate of the relevant interests
in voting shares of the Target acquired, disposed of or held, which are not
disclosed in the Part A Statement registered by the Commission, does not
exceed five per cent of ordinary shares in the Target.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 730
DECLARATION
Pursuant to section 730(1) of the Corporations Law ("Law"), the Commission
("Commission") declares that Chapter 6 of the Law applies to the person named in
Schedule A (offeror) in the case referred to in Schedule B as if subsections
650(3) and 650(3A) were deleted.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the
United States of America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 728
EXEMPTION
Pursuant to section 728 of the Corporations Law ("Law"), the Australian
Securities Commission ("Commission") hereby exempts the person named in Schedule
A (offeror) from compliance with section 686 of the Law in the case referred to
in Schedule B (takeover offer), to the extent that section 686 prohibits a
disposal of shares by the offeror constituted by the withdrawal by a person to
whom the takeover offer is made of that person's acceptance of the takeover
offer.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the
United States of America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec
Ltd (ACN 002 490 208) in respect of which a Part A statement was registered by
the Commission on or about the date of this instrument.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
Australian Securities Commission
Corporations Law - Section 728 - Exemption
Pursuant to section 728 of the Corporations Law (Law), the Australian
Securities Commission (Commission) exempts the person named in Schedule A from
compliance with sections 634 and 636 of the Law on the condition set out in
Schedule C, to the extent sections 634 and 636 would require the making of
offers only to registered holders of shares.
SCHEDULE A
USFC Acquisition Inc (a company incorporated in the State of Delaware
in the United States of America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares (ADS's) representing fully paid ordinary shares in
Memtec Ltd (ACN 002 490 208) in respect of which a Part A statement was
registered by the Commission on or about the date of this instrument.
SCHEDULE C
The only other offers made are to holders of ADS's, to acquire ADS's on the same
terms as the offer to holders of fully paid ordinary shares.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 730
DECLARATION
Pursuant to section 730(l) of the Corporations Law ("Law"), the Australian
Securities Commission ("Commission") hereby declares that Chapter 6 of the Law
applies in relation to the person named in Schedule A in the case referred to in
Schedule B as if sub-paragraph 637(1)(b) was modified or varied by inserting
after the words "particulars referred to in subsection 638(4)" the words "or any
other date or information required to be contained in the offer under the
Securities Exchange Act 1934(USA) which is unknown as at the date of the Part A
statement".
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
AUSTRALIAN SECURITIES COMMISSION
CORPORATIONS LAW
SECTION 728
EXEMPTION
Pursuant to section 728 of the Corporation Law ("Law"), the Australian
Securities Commission ("Commission") hereby exempts the person named in Schedule
A (offeror) form compliance with section 636 and 638(7) of the Law in the case
referred to in Schedule B (takeover offer), to the extent necessary to permit
the offeror to withhold amounts from consideration payable under the takeover
offer, if and to the extent required by, and in accordance with, applicable
United States of America federal backup withholding tax legislation.
SCHEDULE A
USFC Acquisition Inc.
(a company incorporated in the State of Delaware in the United States of
America)
SCHEDULE B
A takeover scheme by the offeror in relation to fully paid ordinary shares and
American Depositary Shares representing fully paid ordinary shares in Memtec Ltd
(ACN 002 490 208) in respect of which a Part A statement was registered by the
Commission on or about the date of this instrument.
Dated this 18th day of September 1997
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
Australian Securities Commission
Corporations Law - Section 730 - Declaration
Pursuant to section 730(1) of the Corporation Law (Law), the Australian
Securities Commission (Commission) declares that Chapter 6 of the Law applies:
1. in relation to the person named in Schedule A in the case referred to in
Schedule B as if section 644(1) were modified by deleting the words "the day
immediately before"; and
2. in relation to the person named in Schedule C in the case referred to in
Schedule D as if section 647(1) were modified by deleting from each of
paragraphs (a) and (b) the number "14" and substituting "15".
SCHEDULE A
USFC Acquisition Inc. (a company incorporated in the State of Delaware in the
United States of America ("Offeror")
SCHEDULE B
The service by the Offeror on the target company of a Part A statement, a copy
of which has been registered by the Commission
SCHEDULE C
Memtec Ltd (ACN 002 490 208)
SCHEDULE D
The provision of the Part B statement by the target company to the Offeror and
copies of that statement to each person to whom an offer to which the Part A
statement referred to in Schedule B relates was made.
/s/ CH'NG SWEE JOO
- --------------------------------------------------
Signed by Ch'ng Swee Joo
a Delegate of the Australian Securities Commission
<PAGE>
Part A statement: USFC Acquisition Inc. Offers for Memtec Ltd Page 24
- --------------------------------------------------------------------------------
APPENDIX C
Company Announcement to the ASX
Regarding Removal of Company ADSs from NASDAQ
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
10 September 1997
Australian Stock Exchange Limited
Company Announcements Office
10th Floor
20 Bond Street
Sydney NSW 200
By Fax: 1300 300 021
Dear Sir
Memtec Limited: New York Stock Exchange Listing
Attached is a press release relating to listing on the New York Stock Exchange
for release to the market.
Yours faithfully
/s/ Robert C. Postema
Robert C. Postema
Corporate Secretary
<PAGE>
[LETTERHEAD OF MEMTEC LIMITED]
Press Release
Sydney, Australia September 10, 1997/New York, USA September 10, 1997
New York Stock Exchange Listing
Memtec Limited announced today that it has been approved for listing on New York
Stock Exchange. Accordingly, Memtech intends to cease trading on the Nasdaq
Stock Market at the close of business on September 22, 1997 (US time) and to
commence trading on the New York Stock Exchange at the opening of business on
September 23, 1997 (US time).
Memtec Limited, NASDAQ:MMTCY, is a global science based purification and
separation business with operations in the United States, Europe and Asia
Pacific. It sells products to selected major purification markets under the
Divisional trade name Memcor, Filterite, Fluid Dynamics and Seitz. Internet
address: www.memtec.com
<TABLE>
<S> <C> <C>
Gaynor Brown, Barbara Smith Alison Cruddace
Investor Relations Manager
Memtec Limited Memtec America Corporation Memtec Europe Limited
1 Memtec Parkway 9690 Deereco Road Haarlem Mill, Derby Road
Windsor NSW 2756 Australia Timonium MD 21093 USA Wirksworth, Derbyshire, UK
Tel: +61 45 77 0963 Tel: +1 410 560 3022 Tel: +441 629 826 258
Fax: +61 45 77 6315 Fax: +1 410 560 0949 Fax: +441 629 825 017
</TABLE>
<PAGE>
EXHIBIT 2.3
- ------------------------------------------------------------------------------
THIS LETTER OF TRANSMITTAL MAY ONLY BE USED TO TENDER AMERICAN DEPOSITARY
SHARES. IT CANNOT BE USED TO TENDER SHARES. TO TENDER SHARES, USE THE ACCEPTANCE
AND TRANSFER FORM.
- ------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
TO TENDER FOR AMERICAN DEPOSITARY SHARES
OF
MEMTEC LIMITED
AT
US$30.00 NET PER AMERICAN DEPOSITARY SHARE IN CASH
BY
USFC ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
UNITED STATES FILTER CORPORATION
- --------------------------------------------------------------------------------
THE 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. TENDERING HOLDERS OF SECURITIES WILL BE PERMITTED TO WITHDRAW THEIR
TENDERED SECURITIES AT ANY TIME PRIOR TO THE EXPIRATION DATE. SEE "WITHDRAWAL
RIGHTS" IN SECTION 4 OF THE OFFER TO PURCHASE.
- --------------------------------------------------------------------------------
The U.S. Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand/Overnight Delivery:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Confirm Facsimile by Telephone New York, NY 10004
New York, NY 10274-0084 (212) 858-2103 Attention:
Attention: Reorganization Dept. Securities Processing Window, SC-1
</TABLE>
_________________________
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
This Letter of Transmittal is to be used either if American Depositary
Receipts ("ADRs") of Memtec Limited (ACN 002 490 208), a corporation
incorporated under the laws of the State of New South Wales, Australia (the
"Company") evidencing American Depositary Shares ("ADSs") are to be forwarded
herewith or if delivery of ADSs is to be made by book-entry transfer to an
account maintained by the U.S. Depositary at a Book-Entry Transfer Facility as
defined in and pursuant to the procedures for book-entry transfer set forth in
"Procedures for Tendering Shares and ADSs--Valid Tender of ADS--Book-Entry
Transfer" in Section 2 to the Offer to Purchase.
ACCEPTANCE OF THE OFFER IN RESPECT OF ORDINARY SHARES OF THE COMPANY
("SHARES") (EXCEPT INSOFAR AS THEY ARE REPRESENTED BY ADSS EVIDENCED BY ADRS)
CANNOT BE MADE BY MEANS OF THIS LETTER OF TRANSMITTAL. Acceptance of the Offer
in respect of Shares that are not represented by ADSs may only be made by means
on an Acceptance and Transfer Form or if you hold uncertificated Shares by,
additional copies of which are available in the United States from the
Information Agent, or in Australia from the Registry or the Financial Advisors.
See Instruction 13 of this Letter of Transmittal.
Delivery of a Letter of Transmittal, ADRs (or book-entry transfer of
interests in such ADSs evidenced by ADRs) and any other required documents to
the U.S. Depositary by ADS holders will be deemed without any further action by
the U.S. Depositary to constitute an acceptance of the Offer by such holder with
respect to such ADSs evidenced by ADRs subject to the terms and conditions set
out in the Offer to Purchase dated September ., 1997 (the "Offer to Purchase")
and this Letter of Transmittal. Capitalized terms and certain other terms used
in this Letter of Transmittal and not otherwise defined herein shall have the
respective meanings assigned to them in the Offer to Purchase.
Tendering holders of ADSs may elect to receive payment in Australian
dollars. To make an election, a tendering holder must place an "X" in the box
entitled "Australian Dollar Payment Election". IF A TENDERING HOLDER OF ADSS
DOES NOT MAKE AN ELECTION, SUCH TENDERING HOLDER WILL RECEIVE PAYMENT IN UNITED
STATES DOLLARS.
[ ] CHECK BOX IF TENDERED ADSS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO AN ACCOUNT MAINTAINED BY THE U.S. DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER ADSS EVIDENCED BY ADRS BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution: ____________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Midwest Securities Trust Company
[ ] Philadelphia Depository Trust Company
Account Number ____________________________________________
Transaction Code Number ___________________________________
If a holder of ADSs wishes to accept the Offer and ADRs evidencing
such ADSs are not immediately available or the procedures for book-entry
transfer cannot be completed on a timely basis, or if time will not permit
all required documents to reach the U.S. Depositary prior to the Expiration
Date, such holder's acceptance of the Offer may nevertheless be effected
using the guaranteed delivery procedure set out under "Valid Tender of
Shares and ADSs--Valid Tender of ADS--Guaranteed Delivery" in Section 2 to
the Offer to Purchase. See Instruction 2 of this Letter of Transmittal.
[ ] CHECK BOX ONLY IF TENDERED ADSS ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE U.S. DEPOSITARY AND COMPLETE THE
FOLLOWING:
2
<PAGE>
Name(s) of Registered Owner(s):
---------------------
Date of Execution of Notice of
Guaranteed Delivery:
--------------------------------
Name of Institution that
Guaranteed Delivery:
--------------------------------
Name of Tendering Institution:
-----------------------
If delivered by book-entry transfer, check box of book-entry transfer
facility:
[ ] The Depository Trust Company
[ ] Midwest Securities Trust Company
[ ] Philadelphia Depositary Trust Company
Account Number:
---------------------------------
Transaction Code Number:
------------------------
<TABLE>
<CAPTION>
==================================================================================================
DESCRIPTION OF ADSS TENDERED
Name(s) and Address(es) of Registered
Holder(s)
(Please fill in, if blank, exactly as name(s) ADS(s) Tendered
appear(s) on ADR(s)) (Attach Additional List if Necessary)
-------------------------------------------------------------------------------------------------
Tendered Total Number of Number of
ADR Serial ADSs Evidenced ADSs
Number(s)* by ADR(s) Tendered**
<S> <C> <C>
-------------------------------------------------------------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Total Shares
==================================================================================================
</TABLE>
* Need not be completed for by book-entry transfers.
** Unless otherwise indicated, it will be assumed that all ADSs being
delivered to the U.S. Depositary are being tendered. See Instruction 4.
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
Ladies and Gentlemen:
The undersigned hereby instructs the U.S. Depositary to accept the Offer on
behalf of the undersigned with respect to the ADSs evidenced by ADRs (which
expression in this Letter of Transmittal shall, except where the context
otherwise requires, be deemed to include, without limitation, the Shares
represented thereby) specified in the box entitled "Description of ADSs
Tendered" subject to the terms and conditions set forth in the Offer to Purchase
and this Letter of Transmittal, by informing the Purchaser in writing that the
Offer has been so accepted. The undersigned hereby acknowledges that delivery
of this Letter of Transmittal, the ADRs evidencing tendered ADSs (or book-entry
transfer of such ADSs evidenced by ADRs) and any other required documents to the
U.S. Depositary by a holder of ADSs will be deemed (without any further action
by the U.S. Depositary) to constitute acceptance of the Offer by such holder in
respect of such holder's ADSs, subject to the terms and conditions set out in
the Offer to Purchase and this Letter of Transmittal.
The undersigned understands that acceptance of the Offer by the undersigned
pursuant to the procedures described herein and in the instructions hereto,
subject to the withdrawal rights described in the Offer to Purchase, will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the Conditions of the Offer. IF ACCEPTANCE HAS BEEN
MADE IN RESPECT OF THE ADSS THEN A SEPARATE ACCEPTANCE IN RESPECT OF THE SHARES
REPRESENTED BY SUCH ADSS MAY NOT BE MADE OR IF SHARES HAVE BEEN TENDERED THEN NO
ADSS REPRESENTING SUCH SHARES MAY BE TENDERED INDEPENDENTLY.
The undersigned hereby delivers to the U.S. Depositary the above-described
ADSs evidenced by ADRs for which the Offer is being accepted, in accordance with
the terms and conditions of the Offer to Purchase and this Letter of
Transmittal, receipt of which is hereby acknowledged.
Upon the terms of the Offer (including, if the Offer is extended, varied or
amended, the terms or conditions of any such extension, variation of amendment),
and effective at the time that the contract resulting from the acceptance of the
Offer becomes free from its conditions or such conditions are satisfied or
waived will, and if the undersigned has not validly withdrawn the tender of such
holder's ADSs, the undersigned hereby sells, assigns and transfer to, or upon
the order of the Purchaser all right, title and interest in and to all ADSs
evidenced by ADRs with respect to which the Offer is being accepted (and any and
all ADSs or other securities or rights issuable in respect of such ADS) and
irrevocably constitutes and appoints the U.S. Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to ADSs (and any such
other ADSs, securities or rights), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (a) deliver ADRs for such ADSs (and any such other ADSs, securities or
rights) or accept transfer of ownership of such ADSs (and any such other ADSs,
securities or rights) on the account books maintained by a Book-Entry Transfer
Facility together, in any case, with all accompanying evidences of transfer and
authenticity to, or upon the order of the Company, (B) present such ADRs for
such ADSs (and any such other ADSs, securities or rights) for transfer, and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such ADSs (and any such other ADSs, securities or rights), all in accordance
with the terms of the Offer.
By tendering ADSs, the undersigned hereby 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 on which such holder's tendered ADSs
are accepted for payment with power to do all things which such holder could
lawfully do in relation to the Shares represented by such holder's ADSs or in
exercise of any right derived from the holding of the Shares represented by such
holder's ADSs, including (without limiting the generality of the foregoing), (i)
attending and voting at any meeting of the Company, (ii) demanding a poll for
any vote to be taken at any meeting of the Company, (iii) proposing or
seconding any resolution to be considered at any meeting of the Company, (iv)
requisitioning the convening of any meeting of the Company and convening a
meeting pursuant to any such requisition; (v) notifying the Company that such
holder's address in the records of the Company for all purposes including the
despatch of notices of meeting, annual reports and dividends, should be altered
to an address nominated by the Purchaser; (vi) receiving from the Company, or
any other party, and retaining any Share certificates which were held by the
Company, or any other party; (vii) executing all forms, notices, instruments
(including any instrument appointing a director of the Purchaser as a proxy) in
respect of any or all of the Shares represented by such holder's ADSs and
resolutions relating to the Shares
4
<PAGE>
represented by such holder's ADSs 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 represented by such
holder's ADSs in the Purchaser; (viii) doing all things incidental and ancillary
to any of the foregoing, 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 represented by such holder's ADSs. Such appointment, being
given for valuable consideration to secure the interest acquired in the Shares
represented by such holder's ADSs, when effective, will revoke all prior proxies
given by such holder with respect to the Shares represented by such holder's
ADSs without further action and the undersigned hereby covenants that no
subsequent proxies will be given by such holder with respect to the Shares
represented by such holder's ADSs. Such appointment is irrevocable, and
terminates upon registration of a transfer to the Purchaser of the Shares
represented by such holder's ADSs. The Purchaser reserves the right to require
that, in order for ADSs to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment for such ADSs, the Purchaser must be able to
exercise full voting rights with respect to the Shares represented by such
holder's ADSs.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to accept the Offer and to sell, assign and transfer
the ADS evidenced by the ADRs (and the Shares represented by the ADSs) in
respect of which the Offer is being accepted or deemed to be accepted (and any
and all other ADSs, securities or rights issued or issuable in respect of such
ADSs) and, when the same are purchased by the Purchaser, the Purchaser will
acquire good title thereto, free from all liens, equitable interests, charges,
encumbrances and together with all rights attaching thereto, including voting
rights and the right to receive all dividends, distributions or other rights
declared, made, paid or issued on or after September 17, 1997 with respect
to the Shares represented by the ADSs (other than the cash dividend of not more
than $0.10 per Share payable to holders of record on November 7, 1997). The
undersigned will, upon request, execute any additional documents deemed by the
U.S. Depositary or the Purchaser to be necessary or desirable to complete the
sale assignment and transfer of the ADSs evidenced by ADRs in respect of which
the Offer is being accepted (and any and all such other ADSs, securities or
rights).
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned except as stated in the Offer to Purchase, this acceptance is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions", the
undersigned hereby instructs the U.S. Depositary to issue, or cause to be
issued, the check for the purchase price in the name(s) of the registered
holder(s) appearing under "Description of ADSs Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", the undersigned
hereby instructs the U.S. Depositary to mail, or cause to be mailed, the check
for the purchase price and/or return, or cause to be returned, any ADRs
evidencing ADSs in respect of which the Offer is not being accepted or which are
not purchased (and accompanying documents, as appropriate) to the address(es) of
the registered holder(s) appearing under "Description of ADSs Tendered". In the
event that the "Special Payment Instructions" and/or the "Special Delivery
Instructions" are completed, the undersigned hereby instructs the U.S.
Depositary to (i) issue and/or mail, the check for the purchase price, if any,
in the name of, and/or to the address of, the person or persons so indicated,
and/or (ii) return, or cause to be returned, any ADRs evidencing ADSs in respect
of which the Offer is not being accepted or which are not purchased, if any, to
the person at the address so indicated. In the case of a book-entry delivery of
ADSs evidenced by ADRs, the undersigned hereby instructs the U.S. Depositary to
credit the account maintained at the Book-Entry Transfer Facility indicated
above with any ADSs in respect of which the Offer is not being accepted or which
are not purchased. The undersigned recognizes that the U.S. Depositary will not
transfer any ADSs which are not purchased pursuant to the Offer from the name of
registered holder thereof to any other person.
The undersigned may elect to receive payment for tendered ADSs in
Australian dollars. If the box headed "Australian Dollar Payment Election" is
checked, the undersigned hereby instructs the U.S. Depositary to convert all
amounts payable pursuant to the Offer from US dollars to Australian dollars at
the exchange rate obtainable by the U.S. Depositary on the spot market in New
York at approximately noon (New York time) on the date the cash consideration is
made available by the Purchaser to the U.S. Depositary for delivery to the
relevant holder of ADSs and to pay such amounts by check payable in Australian
dollars. The actual amount of Australian dollars received will depend upon the
exchange rate prevailing on the day funds are made available to the US
Depositary by the Purchaser. If no election is made, all amounts payable under
the Offer to the undersigned will be paid in US dollars. ADS holders should also
be aware that the US dollar/Australian dollar exchange rate which is prevailing
at the date on
5
<PAGE>
which the undersigned executes this Letter of Transmittal and on the date of
dispatch of payment may be different from that prevailing on the day funds are
made available to the U.S. Depositary by the Purchaser. In all cases,
fluctuations in the U.S. dollar/Australian dollar exchange rate are at the risk
of accepting ADS holders who elect to receive their consideration in Australian
dollars. Such currency exchange will be effected by the U.S. Depositary on
behalf of the requesting ADS holder and the Purchaser shall have no
responsibility or obligation with respect thereto.
SUBJECT TO THE TERMS OF THE OFFER TO PURCHASE, THIS LETTER OF TRANSMITTAL
SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF CONSIDERATION
PURSUANT TO THE OFFER SHALL NOT BE MADE, UNTIL ADRs EVIDENCING THE ADSs IN
RESPECT OF WHICH THE OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED
DOCUMENTATION HAVE BEEN RECEIVED BY THE U.S. DEPOSITARY AS PROVIDED IN THE OFFER
TO PURCHASE AND THIS LETTER OF TRANSMITTAL.
[ ] CHECK HERE IF ANY OF THE ADRS EVIDENCING ADSS THAT YOU OWN HAVE BEEN LOST,
STOLEN OR DESTROYED AND SEE INSTRUCTION 12.
Number of ADSs represented by the lost, stolen or destroyed ADRs:
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, AND 7 OF THIS LETTER OF TRANSMITTAL)
To be completed ONLY if ADRs evidencing ADSs not tendered or not purchased
and/or the check for the purchase price of ADRs evidencing ADSs purchased are to
be issued in the name of someone other than the undersigned, or if ADRs
evidencing ADSs delivered by book-entry transfer which are not purchased are to
be returned by credit to an account maintained at a Book-Entry Transfer Facility
other than that designated above.
Issue check and/or ADR certificate to:
Name
-----------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------
- ---------------------------------------------------
(ZIP CODE)
- ---------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 7 OF THIS LETTER OF TRANSMITTAL)
To be completed ONLY if ADRs evidencing ADSs not tendered or not purchased
and/or the check for the purchase price of ADRs evidencing ADSs purchased are to
be sent to someone other than the undersigned,or to the undersigned at an
address other than that shown above.
Mail check and/or certificate to:
Name
-----------------------------------
(PLEASE PRINT)
Address
--------------------------------
- ---------------------------------------
(ZIP CODE)
6
<PAGE>
PAYMENT ELECTION
[ ] AUSTRALIAN DOLLAR PAYMENT ELECTION. CHECK BOX ONLY IF YOU WISH TO RECEIVE
----------------------------------
ALL (BUT NOT PART) OF THE AMOUNT OF CASH CONSIDERATION TO BE PAID BY A
CHECK IN AUSTRALIAN DOLLARS. IF YOU DO CHECK THIS BOX YOU WILL RECEIVE
PAYMENT BY A CHECK IN AUSTRALIAN DOLLARS AND 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 U.S. DEPOSITARY
ON THE SPOT MARKET IN NEW YORK AT APPROXIMATELY NOON (NEW YORK TIME) ON THE
DATE THE CASH CONSIDERATION IS MADE AVAILABLE BY THE PURCHASER TO THE U.S.
DEPOSITARY FOR DELIVERY TO THE RELEVANT HOLDER OF ADSS.
IF YOU DO NOT MAKE ANY PAYMENT ELECTION AND THE BOX ABOVE IS LEFT BLANK,
YOU WILL RECEIVE ALL (BUT NOT PART) OF THE AMOUNT OF CASH CONSIDERATION TO
BE PAID BY CHECK IN UNITED STATES DOLLARS.
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 OR W-8, AS APPROPRIATE, INCLUDED HEREIN
_______________________________________________________________________________
_______________________________________________________________________________
(SIGNATURE(S) OF OWNER(S))
Date: _____________________________________________________________ 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on ADR(s)
evidencing the ADS(s) or by person(s) to whom ADR(s) surrendered have been
assigned and transferred, as evidenced by endorsement, stock powers and other
documents transmitted herewith. If signature is by any trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please set forth the following
and see Instruction 5.)
Name(s)
------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (full title)
----------------------------------------------------------
Address
------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
Tax Identification or
Social Security No.
------------------------------------------------------------
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
-----------------------------------------------------------
Name
---------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title
--------------------------------------------------------------------------
Name of Firm
-------------------------------------------------------------------
7
<PAGE>
Address
------------------------------------------------------------------------
Area Code and Telephone No.
----------------------------------------------------
Dated:
-------------------------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the ADSs evidenced by ADRs (which term, for purposes of
this document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of ADSs evidenced
by ADRs) tendered herewith, unless such holder has completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof or (ii) if such ADSs evidenced by ADRs are
tendered for the account of a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States (each of the foregoing being referred to as an "Eligible Institution").
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 5 of this Letter of
Transmittal.
2. Delivery of Letter of Transmittal and ADRs. This Letter of Transmittal
is to be completed either if ADRs evidencing ADSs are to be forwarded herewith
or if tenders are to be made pursuant to the procedures for delivery by book-
entry transfer set forth in Section 2 of the Offer to Purchase. ADRs evidencing
ADSs or confirmation of a book-entry transfer of such ADSs into the U.S.
Depositary's account at a Book-Entry Transfer Facility, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
together with any required signature guarantees and any other documents required
by this Letter of Transmittal, must be delivered to the U.S. Depositary at one
of its addresses set forth herein.
ADS holders whose ADRs are not immediately available or who cannot deliver
their ADRs and all other required documents to the U.S. Depositary or complete
the procedure for book-entry transfer prior to the Expiration Date may accept
the Offer with respect to their ADSs by properly completing and duly executing
the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures
set out in "Procedures for Tendering Shares and ADSs--Valid Tender of ADSs--
Guaranteed Delivery" in Section 2 to the Offer to Purchase. Pursuant to the
guaranteed delivery procedure: (a) acceptance must be made by or through an
Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Purchaser must be
received by the U.S. Depositary prior to the Expiration Date; and (c) the ADRs
evidencing the ADSs in respect of which the Offer is being accepted (or, in the
case of ADSs held in book-entry form, timely confirmation of the book-entry
transfer of such ADSs into the U.S. Depositary's account at a Book-Entry
Transfer Facility as described in the Offer to Purchase) together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantee any other documents required by
this Letter of Transmittal, are received by the U.S. Depositary within three
business days after the date of execution of such Notice of Guaranteed Delivery.
For these purposes, a "business day" is any day on which the New York Stock
Exchange is open for business.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, ADR CERTIFICATES, AND
ALL OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND RISK OF THE HOLDERS OF ADSS,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S.
DEPOSITARY. IF DELIVERY IS BY MAIL, PROPERLY INSURED REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE DELIVERY WITHIN THE PERMITTED TIME PERIOD. EXCEPT AS OTHERWISE
PROVIDED IN INSTRUCTION 2 OF THIS LETTER OF TRANSMITTAL, THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S. DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted and no
fractional ADR certificates will be purchased. All tendering holders of ADSs, by
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), waive any right to receive any notice of the acceptance of their ADR
certificates for payment.
8
<PAGE>
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of ADSs should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders. (Not applicable to book-entry transfers.) If the Offer
is to be accepted in respect of less than all of the ADSs evidenced by any ADRs
delivered to the U.S. Depositary herewith, fill in the number of ADSs which are
to be tendered in the box entitled "Description of ADSs to be Tendered". In such
case, new certificate(s) for the remainder of the ADSs that were evidenced by
your old certificate(s) will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
date on which the ADSs in respect of which the Offer has been made are
purchased. All ADSs delivered to the U.S. Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the ADSs
tendered hereby, the signature(s) must correspond exactly to the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the ADSs evidenced by ADRs tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered ADSs evidenced by ADRs are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of such person's authority so to act must be
submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
ADSs evidenced by ADRs listed and transmitted hereby, no endorsement of
certificates or separate stock powers is required unless payment or certificates
for ADSs evidenced by ADRs not tendered or purchased are to be issued to a
person other than the registered owner(s). Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the ADSs evidenced by ADRs listed, the certificates must
be endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6 of this
Letter of Transmittal, the Purchaser will pay or cause to be paid any stock
transfer taxes and stamp duty with respect to the transfer and sale of purchased
ADSs evidenced by ADRs to it or its order pursuant to the Offer. If payment of
the purchase price is to be made, or if certificates for ADSs evidenced by ADRs
not tendered or purchased are to be registered in the name of any person other
than the registered holder, or if tendered certificates are registered in the
name of any person other than the person(s) signing this Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered holder
or such person) and stamp duty payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6 OF THIS LETTER OF TRANSMITTAL, IT
WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS AND STAMP DUTY TO BE AFFIXED TO
THE ADRS LISTED IN THIS LETTER OF TRANSMITTAL.
7. Special Payment and Delivery Instructions. If a check and/or
certificates for unpurchased ADSs evidenced by ADRs are to be issued in the name
of a person other than the signer of this Letter of Transmittal or if a check is
to be sent and/or such certificates are to be returned to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Holders of ADSs evidenced by ADRs tendering certificates by book-entry transfer
may request that ADSs evidenced by ADRs not purchased be credited to such
account maintained at a Book-Entry Transfer Facility as such holder may
designate hereon. If no such
9
<PAGE>
instructions are given, such ADSs evidenced by ADRs not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility designated
above.
8. Australian Dollar Payment Election. If the check for the purchase price
is to be issued in Australian dollars, please check the box marked "Australian
Dollars Payment Election". If an election is not made, a tendering holder of
ADSs will receive payment in United States dollars. If an election to receive
Australian dollars is made, all US dollars amounts payable pursuant to the Offer
will be converted by the U.S. Depositary into Australian dollars at the exchange
rate obtainable by the relevant payment agent on the spot market in New York at
approximately noon (New York time) on the date the cash consideration is made
available by the Purchaser to the U.S. Depositary for delivery to the relevant
holder of ADSs.
9. Requests for Assistance or Additional Copies. Requests for assistance
may be directed in the United States to the Dealer Managers or the Information
Agent or in Australia to the Financial Advisors. Additional copies of the Offer
to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
the Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained in the United States from the Dealer Manager or the
Information Agent or in Australia from the Financial Advisors or from your
broker, dealer, commercial bank or trust company.
10. Waiver of Conditions. Subject to compliance with applicable law, the
Purchaser reserves the right (but shall not be obligated) to waive any or all
conditions of the Offer. See Sections 1 and 14 of the Offer to Purchase.
11. Substitute Forms W-9 and W-8. Each tendering holder of ADSs evidenced
by ADRs is required to provide the U.S. Depositary with a correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9, which is provided
under "Tax Identification Number and Backup Withholding" below, and to certify
under penalties of perjury, that such number is correct and that such holder is
not subject to backup withholding of federal income tax. If a tendering holder
of ADSs evidenced by ADRs has been notified by the Internal Revenue Service that
such holder is subject to backup withholding, such holder must cross out item
(2) of the Certification box of the Substitute Form W-9, unless such holder has
since been notified by the Internal Revenue Service that such holder is no
longer subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering holder to a US$50 penalty imposed
by the Internal Revenue Service and backup withholding of 31% federal income tax
at the rate of 31% with respect to any payments received pursuant to the Offer.
If the tendering holder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such holder should write "Applied
For" in the space provided for the TIN in Part I of the Substitute Form W-9, and
sign and date the Substitute Form W-9. If "Applied For" is written in Part I
and the U.S. Depositary is not provided with a TIN within 60 days it will
withhold 31% on all payments of the purchase price to such holder until a TIN is
provided to the U.S. Depositary.
Certain exempt holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must complete the Form W-8 below.
12. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing ADSs evidenced by ADRs has been lost, destroyed or stolen, the
holder should promptly notify the U.S. Depositary. The holder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
13. Holders of Shares Not Represented by ADSs. Holders of Shares have been
sent an Acceptance and Transfer Form with the Offer to Purchase and may not
accept the Offer in respect of Shares pursuant to this Letter of Transmittal
except insofar as those shares are represented by ADSs. If any holder of Shares
which are not represented by ADSs needs to obtain additional copies of the
Acceptance and Transfer Form, such holder should contact, in the United States,
the Dealer Managers or the Information Agent or, in Australia, the Registry or
the Financial Advisors at their respective addresses set forth in the Offer to
Purchase. See Section 2 of the Offer to Purchase.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-
ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH
HEREIN PRIOR TO THE EXPIRATION DATE.
10
<PAGE>
IMPORTANT TAX INFORMATION
TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.
U.S. Holders. 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 ADSs are accepted for purchase pursuant to the Offer
provide the US Depositary with his correct Taxpayer Identification Number
("TIN"), which, in the case of a holder who is an individual, is his social
security number. If the US Depositary 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 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 is no longer
subject to backup withholding.
If you do not have a TIN, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on 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 U.S. Depositary 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 ADS is held in more than one name or is 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, all corporations) are not subject
to these backup withholding and reporting requirements. To prevent possible
erroneous backup withholding, an exempt Registered Holder should write "Exempt"
in part 2 of Substitute Form W-9. See the W-9 Guidelines for additional
instructions.
Foreign 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 U.S.Depositary 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 plan 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 U.S. Depositary 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. Non-resident Alien Income Tax Return"). Such form
may be obtained from the Internal Revenue Service Center, Philadelphia, PA
19255.
11
<PAGE>
PAYOR'S NAME:
<TABLE>
<CAPTION>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Part 1 - PLEASE PROVIDE YOUR TIN TIN _______________________________
IN THE BOX AT RIGHT AND CERTIFY (Social Security Number or
BY SIGNING AND DATING BELOW Employer Identification Number)
SUBSTITUTE
--------------------------------------------------------------------------------
FORM W-9 Part 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE
"EXEMPT HERE
Department of (SEE INSTRUCTIONS) ______________________________________________________
the Treasury --------------------------------------------------------------------------------
Internal Part 3 - CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY THAT
Revenue Service (1) The number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me), and (2) I am not subject to backup withholding
because (a) I am exempt from backup withholding, or (b) I have not been
Payor's Request for notified by the Internal Revenue Service (the "IRS") that I am subject to
Taxpayer Identification backup withholding as a result of a failure to report all interest or
Number ("TIN") dividends or (c) the IRS has notified me that I am no longer subject to
and Certification backup withholding.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT
TO ANY PROVISION OF THE DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
SIGNATURE __________________________________ DATE _______________________
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
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
Center or Social Security Administration Office (or I intend to mail or deliver
an applicable 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
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
12
<PAGE>
<TABLE>
<S> <C>
===================================================================================================================================
SUBSTITUTE Name of owner (if joint account, also give joint owner's name) U.S. taxpayers identification number
FORM W-8
-----------------------------------------------------------------------------------------------------
Department of the Treasury Permanent address (see specific instructions) (include apartment or suite no.
Internal Revenue Service
-----------------------------------------------------------------------------------------------------
Certificate of Foreign City, Province or state, postal code and country
Status
-----------------------------------------------------------------------------------------------------
Certification - Under penalties of perjury, I certify that:
---------------------------------------------------------------------------------------------
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
from the sale of the Securities are effectively connected.
Please Sign Here -------------------------------------------------------------------------------
Signature Date
===================================================================================================================================
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN FORM W-9 OR W-8 ABOVE MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR ADDITIONAL
INFORMATION.
13
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer materials may be directed
to the Information Agent or the Dealer Managers as set forth below:
The Information Agent for the Offer in the United States is:
MACKENZIE PARTNERS, INC. 156 Fifth Avenue
New York, New York, 10010
(212) 929-5500 (call collect)
or
call toll-free (800) 322-2885
The Financial Advisors to United States Filter Corporation are:
<TABLE>
<S> <C>
MERRILL LYNCH & CO. SALOMON BROTHERS INC
MERRILL LYNCH INTERNATIONAL (AUSTRALIA) LIMITED. SALOMON BROTHERS AUSTRALIA LIMITED
Level 49, MLC Centre Level 26, Castlereagh Centre
19-29 Martin Place 9 Castlereagh Street
Sydney NSW 2000 Sydney NSW 2000
</TABLE>
CALL TOLL-FREE 1800 624 145
The Dealer Managers for the Offer in the United States are:
MERRILL LYNCH & CO. SALOMON BROTHERS INC
Merrill Lynch World Headquarters Seven World Trade Center
North Tower New York, New York, 10048
World Financial Center (212) 783-7100 (call collect)
New York, New York 10281-1305
(212) 449-8209 (call collect)
14
<PAGE>
- --------------------------------------------------------------------------------
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.
<TABLE>
<S> <C>
Holder Identification Number (HIN)/
Security Reference Number
Subregister
Your holding of Shares
Consideration
(US$30.00 cash per share)
(See Part II - Payment Election)
</TABLE>
(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.
- --------------------------------------------------------------------------------
<PAGE>
Page 2
- --------------------------------------------------------------------------------
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,
- --------------------------------------------------------------------------------
<PAGE>
Page 3
- --------------------------------------------------------------------------------
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: ( )
-----------
- --------------------------------------------------------------------------------
<PAGE>
Page 4
- --------------------------------------------------------------------------------
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
321 KENT STREET 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 SCHRODER BANK & TRUST COMPANY POSTAL ADDRESS:
ONE STATE STREET IBJ SCHRODER 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
- --------------------------------------------------------------------------------
<PAGE>
Page 5
- --------------------------------------------------------------------------------
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 : ( )
----
- --------------------------------------------------------------------------------
<PAGE>
Page 6
- --------------------------------------------------------------------------------
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
321 KENT STREET 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
- --------------------------------------------------------------------------------
<PAGE>
Page 7
- --------------------------------------------------------------------------------
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: ( )
-----------
- --------------------------------------------------------------------------------
<PAGE>
Page 8
- --------------------------------------------------------------------------------
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
321 KENT STREET 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 SCHRODER BANK & TRUST COMPANY POSTAL ADDRESS:
ONE STATE STREET IBJ SCHRODER 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
- --------------------------------------------------------------------------------
<PAGE>
Page 9
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
Page 10
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
Page 11
- --------------------------------------------------------------------------------
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
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------
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:
--------------------------------------- ---------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
Page 12
- --------------------------------------------------------------------------------
UNITED STATES HOLDERS
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------
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:
-------------------------- ------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
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
- --------------------------------------------------------------------------------
<PAGE>
Page 13
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
Page 14
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
SECURITY NUMBER IDENTIFICATION
OF NUMBER OF
<S> <C> <C> <C>
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
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
Page 15
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
</TABLE>
(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 ward's, 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.
- --------------------------------------------------------------------------------
<PAGE>
Page 16
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
Page 17
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
Page 18
- --------------------------------------------------------------------------------
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 321 Kent Street
Sydney NSW 2000
(02) 9290 4111
The U.S. Depositary for the Offer is:
By Mail: By Hand or
Overnight Delivery:
IBJ Schroder Bank IBJ Schroder Bank
& Trust Company & Trust Company
PO Box 84 One State Street
Bowling Green Station New York, New York, 10004
New York, NY 10274-0084 (212) 858 2103
Attn: Reorganisation Dept. Attn: Securities Processing
Window, SC-1
The Information Agent for the Offer in the United States is:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
CALL TOLL-FREE (800) 322 2885
The Financial Advisors in Australia are:
Merrill Lynch & Co Salomon Brothers Inc
Merrill Lynch International Salomon Brothers Australia Limited
(Australia) Limited Level 26, Castlereagh Centre
Level 49, MLC Centre 9 Castlereagh Street
Sydney NSW 2000 Sydney NSW 2000
1 800 628 145 (toll free)
The Dealer Managers for the Offer in the United States are:
Merrill Lynch & Co. Salomon Brothers Inc
Merrill Lynch World Headquarters Seven World Trade Centre
North Tower New York, New York, 10048
World Financial Centre (212) 783 7292 (call collect)
New York, New York 10281-1305
(212) 449 8209 (call collect)
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 2.5
-----------------------------------------------------------------
THIS NOTICE OF GUARANTEED DELIVERY MAY ONLY BE USED FOR TENDER
OF AMERICAN DEPOSITARY SHARES
-----------------------------------------------------------------
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF AMERICAN DEPOSITARY SHARES
OF
MEMTEC LIMITED
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in "Procedures for Tendering Shares and ADSs--Valid Tender of
ADSs" in Section 2 to the Offer to Purchase (as defined below), this form or one
substantially equivalent hereto must be used for acceptance of the Offer (as
defined below) in respect of American Depositary Shares ("ADSs") each
representing one ordinary share, par value A$2.50 per share of Memtec Limited
(ACN 002 490 208), a corporation incorporated under the laws of the State of New
South Wales, Australia, if American Depositary Receipts evidencing ADSs ("ADRs")
are not immediately available or the procedures for book-entry transfer cannot
be completed on a timely basis or if time will not permit all required documents
to reach the U.S. Depositary prior to the Expiration Date (as defined in Section
1 to the Offer to Purchase). Such form may be delivered by hand or mailed to
IBJ Schroder Bank & Trust Company the ("U.S. Depositary) and must include a
signature guarantee by an Eligible Institution in the form set out herein. See
"Procedures for Tendering Shares and ADSs--Valid Tender of ADSs--Guaranteed
Delivery" in Section 2 to the Offer to Purchase.
The U.S. Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand/Overnight Delivery:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Confirm Facsimile by Telephone: New York, NY 10004
New York, NY 10274-0084 (212) 858-2103 Attention:
Attention: Reorganization Dept. Securities Processing Window, SC-1
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature or a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
ACCEPTANCE OF THE OFFER IN RESPECT OF SHARES (EXCEPT INSOFAR AS THEY ARE
REPRESENTED BY ADSS) MAY NOT BE MADE WITH THIS FORM AND PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby accepts the Offer in respect of ADSs by USFC Acquisition
Inc., a Delaware corporation and a wholly owned subsidiary of United States
Filter Corporation, a Delaware corporation, upon the terms and subject to the
conditions set forth in its Offer to Purchase dated September , 1997 (the
"Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, in respect of
the number of ADSs indicated below pursuant to the guaranteed delivery procedure
set out in "Procedures for Tendering Shares and ADSs--Valid Tender of ADSs--
Guaranteed Delivery" in Section 2 to the Offer to Purchase.
Signature(s):_____________________ Address(es):________________________
__________________________________ ____________________________________
(Include Zip Code)
__________________________________ Area Code(s) and Tel. No(s).:_______
Name of Record Holder(s):_________ If ADSs will be tendered by book-entry
transfer, check one box:
__________________________________
__________________________________ [_] The Depository Trust Company
(Please Type or Print) [_] The Midwest Securities Trust Company
[_] Philadelphia Depositary Trust Co.
Number of ADSs:___________________
ADR No.(s) (if available) Account Number:__________________
__________________________________
__________________________________
Dated:____________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or of the National Association of Securities Dealers Inc. or which is a
commercial bank or trust company having an office or correspondent in the United
States (each, an "Eligible Institution"), hereby (a) represents that the tender
of ADSs effected hereby complies with Rule 14e-4 under the Securities Exchange
Act of 1934, as amended and (b) guarantees delivery to the U.S. Depositary, at
one of its addresses set forth above, of certificates representing the ADSs
evidenced by ADRs tendered hereby in proper form for transfer, or confirmation
of book-entry transfer of such ADSs evidenced by ADRs into the U.S. Depositary's
accounts at The Depository Trust Company, the Midwest Securities Trust Company
or the Philadelphia Depositary Trust Company, in each case with delivery of a
properly completed and duly executed Letter of Transmittal (or facsimile
2
<PAGE>
thereof), and any other required documents, within three New York Stock Exchange
trading days after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee
to the U.S. Depositary and must deliver the Letter of Transmittal and the
certificates for ADSs evidenced by ADRs to the U.S. Depositary within the time
period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
_______________________________ __________________________________
Name of Firm, Agent or Trustee (Authorized Signature)
_______________________________ Name:_____________________________
(Please type or print)
_______________________________
Address
_______________________________ Title:____________________________
(Zip Code)
Area Code and Tel. No.:_________ Date:_____________________________
NOTE: DO NOT SEND ADRs WITH THIS FORM; ADRs SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
3
<PAGE>
EXHIBIT 99.1
[LETTERHEAD OF U.S. FILTER]
FOR IMMEDIATE RELEASE
U.S. FILTER ANNOUNCES OFFER TO
ACQUIRE MEMTEC AT US$30 PER SHARE
PALM DESERT, CALIFORNIA (September 17, 1997) and SYDNEY, AUSTRALIA (September
18, 1997) -- U.S. Filter Corporation [NYSE: USF] today announced that it will
make a fully financed, all cash offer for all of the issued shares of Memtec
Ltd. [NASDAQ: MMTCY, ASX: MET] at a price of US$30 per share, currently
equivalent to approximately A$42 per share/1/. Memtec has approximately 11
million shares on a fully diluted basis, representing a total value for Memtec's
fully diluted shares of approximately US$330 million, currently equivalent to
approximately A$460 million/1/.
U.S. Filter owns 534,600 Memtec shares, representing approximately 4.9% of
Memtec's currently outstanding shares on a fully diluted basis.
Richard J. Heckmann, Chairman, President and Chief Executive Officer of U.S.
Filter, said, "This offer provides Memtec shareholders:
. a premium of approximately 25% to Memtec's closing share price on the
NASDAQ National Market on September 16, 1997; and
. a premium of approximately 46%/2/ over the weighted average trading
price of Memtec shares over the last 20 trading days on the NASDAQ
National Market."
The offer will be open, unless extended, for one month from the date of the
mailing of the offer documents, which is expected to occur in early October.
Pending commencement of the offer, a copy of any offering documents filed with
the Australian Securities Commission (ASC) will be filed by U.S. Filter with the
United States Securities and Exchange Commission, as an exhibit to its current
report on Form 8-K as soon as practicable after their registration with the ASC.
- more -
<PAGE>
- 2 -
The offer will be conditional upon, among other things:
. U.S. Filter being entitled to more than 50% of Memtec's shares on a
fully diluted basis at expiration of the offer;
. all necessary governmental and regulatory approvals being received,
including approval by the Foreign Investment Review Board in Australia
and expiration of the Hart-Scott-Rodino waiting period in the U.S.;
. no government authority or any other person taking or threatening any
action to prevent, inhibit or otherwise impose conditions on the offer or
the acquisition of Memtec;
. no material adverse change occurring or being announced or otherwise
becoming public in respect of the business, financial or trading position
or prospects, assets or liabilities, or profitability of Memtec or any of
its subsidiaries between today's date and the end of the offer period;
. no decline in either the Dow Jones Industrial Average, the Standard &
Poors 500, or the ASX All Ordinaries Indices by an amount in excess of
15%, measured from the close of business September 16, 1997;
. no prescribed occurrences (as defined in the Australian Corporations
Law) occurring in relation to Memtec or any of its subsidiaries during
the offer period;
. the absence of specified events occurring relating to Memtec, including
declaration of dividends other than any already declared, entering into
or amendment of material agreements, certain changes in the capital
structure of Memtec or any of its subsidiaries, acquisitions or disposals
of assets or rights, or changes in employee terms in each case outside
the ordinary course of business, or arrangements which may adversely
affect the value of Memtec or any of its subsidiaries; and
. Memtec proposing or approving a competing business combination or
acquisition proposals.
Under the offer, Memtec shareholders will be able to elect to receive payment in
either U.S. or Australian dollars. Australian dollar payment will be converted
from U.S. dollars using the exchange rate when funds are paid by U.S. Filter.
- more -
<PAGE>
- 3 -
Merrill Lynch & Co. and Salomon Brothers Inc will act as Dealer Managers for the
offer and as financial advisors to U.S. Filter. Any questions regarding the
offer should be directed to Merrill Lynch & Co., in the U.S. at (212) 449-8209
(collect call), and in Australia only, at 1-800-628-145 (toll free call).
With annualized revenues of over US$2.3 billion, U.S. Filter Corporation is a
global provider of industrial and municipal water and wastewater treatment
systems, products and services, with significant operations in Europe, Asia,
Latin America and the Middle East. With corporate offices in Palm Desert,
California, U.S. Filter services its customers and substantial installed base of
systems through its worldwide network of more than 450 sales and service
facilities, including 65 manufacturing plants. U.S. Filter is also a provider of
service deionization and outsourced water services, including the operation of
water and wastewater treatment systems at customer sites. U.S. Filter markets a
line of water distribution, sewer and stormwater equipment and related supplies
through a network of over 110 service centers in the United States. In addition,
U.S. Filter sells, installs and services a wide range of water treatment and
water-related products and services for the residential and consumer markets.
U.S. Filter conducts manufacturing facilities in Sydney and Melbourne and has
sales offices in all major capital cities. The Company has approximately 200
employees and revenues of over US$43 million in Australia.
/1/ Exchange rate of US$1:A$0.7173 per the Reserve Bank of Australia as of
September 16, 1997.
/2/ Per Bloomberg Financial Markets through September 16, 1997
CONTACTS:
IN UNITED STATES: IN AUSTRALIA:
Tim Metz / Joele Frank Pat Hinton
Abernathy MacGregor Group Hinton & Associates
(212) 371-5999 015-361-200 or
03-9600-1979
# # #
