A copy of this Part A statement has been registered by the
Australian Securities Commission ("Commission") on
1997. Neither the Commission nor any of its
officers takes any responsibility as to contents of this statement.
PART A STATEMENT RELATING TO
PROPOSED OFFERS
BY
LAYNE CHRISTENSEN
AUSTRALIA PTY LIMITED
ACN 078 167 610
FOR ALL FULLY PAID SHARES IN
STANLEY MINING SERVICES LIMITED
ACN 009 117 553
1. Interpretation
In this Statement:
(a) "Law" means the Corporations Law.
(b) "Layne Australia" means Layne Christensen Australia Pty
Limited, ACN 078 167 610 a company incorporated in New
South Wales having its registered office at Level 26,
50 Bridge Street, Sydney, NSW;
(c) "Offers" means the proposed offers by Layne Australia
for Stanley Shares to which this Statement relates;
(d) "Stanley" means Stanley Mining Services Limited ACN 009
117 533, a company incorporated in Western Australia,
having its registered office at C/-Nissen, Kestel &
Harford, Suite 4, 1st Floor, South Mill Centre, 9
Bowman Street, South Perth, Western Australia;
(e) "Stanley Shares" means the fully paid ordinary shares
of 20 cents each in Stanley on issue at the date the
Offers are sent; and
(f) Words and phrases which have meanings given to them for
the purposes of Chapter 6 of the Law or in the document
by which the Offers are made bear those meanings in
this Statement.
2. Offers
2.1 Layne Australia proposes to dispatch Offers
constituting a Takeover Scheme to acquire all of the
Stanley Shares for a consideration of 90 cents cash for
each Stanley Share. Stanley shareholders may accept
the Offers only in respect of all of their Stanley
Shares.
2.2 Stanley shareholders who accept Layne Australia's Offer
will retain their entitlement to receive the dividend
of 5 cents per Stanley Share that was declared by
Stanley on 29 April 1997. However, if an Offer is
accepted then Layne Australia will become entitled to
all other accretions and rights accrued or accruing
directly or indirectly to the Stanley Shares to which
the acceptance relates on and after the date on which
this Statement was lodged with the Commission,
including, without limitation, all rights to receive
dividends and to receive, convert to or subscribe for
Stanley Shares (whether under a dividend reinvestment
plan, option or otherwise), stock units, notes, options
or other marketable securities, whether declared paid
or issued by Stanley or otherwise.
2.3 Full particulars of the Offers which Layne Australia
proposes to make are contained in the copy of one of
the proposed Offers which accompanies this Part A
Statement, except that the following details will be
inserted in the relevant places in the Offers before
they are sent:
(a) the date of the Offers;
(b) the date until which the Offers will remain open unless extended
or withdrawn;
(c) the date upon which the notice under sub-section 663(4) of the
Law is to be published; and
(d) the number of Stanley Shares to which Layne Australia is entitled
immediately before the Offers are sent.
3. Intended Offer Period
The Offers are intended to remain open for acceptance for a
period commencing on the date of the Offers and ending on the
date which is one month after the date of the Offers, unless
extended in accordance with their terms or withdrawn in
accordance with the Law.
4. Directors of Layne Australia
The names, occupations and addresses of all of the directors of
Layne Australia at the date of this Statement are:
Andrew Bernard Schmitt, Executive 310 West 49th Street
(President and Chief Executive Officer, Kansas City, Missouri,USA
Layne Christensen Company)
Eric Russell Despain Executive (Senior 2675 Field Point
Circle Vice President, Layne Christensen Sandy Utah, USA
Company)
Peter Donald Bunting, Chartered 21 Days Crescent
Accountant Blackheath, New South Wales
5. Principal activities of Layne Australia and Layne Group
5.1 Layne Australia was established for the purpose of
making the Offers and currently has no other business.
5.2 Layne Australia is part of a group of companies, the
ultimate parent of which is Layne Christensen Company
("LCC"). LCC is a company incorporated in the state of
Delaware in the United States, and its shares are
traded on the NASDAQ National Market System.
The principal activities of LCC and its subsidiaries are:
(a) locating underground water resources and drilling and
developing wells for customers in a variety of industries;
(b) providing well and pump repair and maintenance services, and well
rehabilitation services, to customers in a variety of industries;
(c) providing soil sampling and exploration drilling services to
customers in the minerals exploration industry;
(d) providing a range of environmental services to customers such as
assessment, monitoring and enhancement of the quality of water
supplies; and
(e) manufacturing and marketing a range of equipment used by drilling
contractors involved in mineral and energy exploration, mine
development and soils and environmental testing.
6. Layne Australia's entitlement to Stanley Shares
6.1 Layne Australia is not entitled at the date of this Statement to any
Stanley Shares.
6.2 Layne Australia is not entitled at the date of this Statement to any
other marketable securities of Stanley.
7. Transactions in Stanley by Layne Australia or its associates during
previous 4 months and transactions in Layne Australia
7.1 During the 4 months immediately preceding the date on which this
Statement is lodged for registration with the Commission there were
no acquisitions or disposals of Stanley Shares by Layne Australia or
any associate of Layne Australia.
7.2 The only acquisitions or disposals of shares in Layne Australia made
by Layne Australia or its associates during the 4 months immediately
preceding the date on which this statement is lodged for registration
with the Commission were the following:
Date Person to whom issued Number of fully paid Issue price per share
ordinary shares of $1
each
29 April 1997 Layne Christensen Company 2 $1.00
The subscriber shares in Layne Australia, held by the incorporators of
Layne Australia, were redeemed on 29 April 1997.
7.3 Layne Christensen Company ("LCC") is currently in the process of
incorporating a new subsidiary in Belgium, to be called Layne
Christensen Belgium SA ("Layne Belgium"). Upon Layne Belgium's
incorporation, LCC intends transferring its shares in Layne Australia
to Layne Belgium for a consideration of $2.00.
8. Proposed terms for cancellation of options.
8.1 Stanley currently has on issue the following non-transferable options
to subscribe for ordinary shares in Stanley:
Name of option holder Number of options Exercise price per option
David Noort 500,000 63 cents
David Harper 300,000 63 cents
Gary Savage 300,000 63 cents
Brian Birmingham 250,000 63 cents
Tony Grizaard 200,000 63 cents
Colin Roberts 100,000 63 cents
Gregory Finch 100,000 63 cents
Graham Fisher 150,000 63 cents
Brian Rudd 100,000 63 cents
Michael Perrott 2,000,000 70 cents
8.2 Layne Australia proposes, during the Offer Period, to make offers to
each option holder substantially in the form of Annexure A to the copy
of the proposed Offer which accompanies this Part A Statement.
8.3 Stanley has agreed to grant David Noort a further 500,000 options in
February 1998. The exercise price for these options is not specified
in the agreement. Layne Australia intends to negotiate with Mr. Noort
during the Offer Period to secure his agreement to the cancellation of
his right to receive these options. In exchange, Layne Australia will
offer to procure Layne Christensen Company ("LCC") to issue to
Mr. Noort options to purchase shares of common stock in LCC on terms
and conditions, and at an exercise price, which are similar to options
previously offered to employees of LCC who have a seniority and
experience comparable with Mr. Noort.
9. No pre-emption clause
As far as Layne Australia is aware the constituent documents of
Stanley are its Memorandum and Articles of Association. They
contain no restriction on the right to transfer Stanley Shares
that has the effect of requiring the holders of Stanley Shares,
before transferring them, to offer them for purchase to the
members of Stanley or to any other person.
10. How cash consideration to be provided
The consideration for the acquisition of Stanley Shares to which
the Offers relate will be 90 cents cash per Stanley Share. In
addition, a total of $1,140,000 will be offered to option holders
for the cancellation of all of their options. The maximum cash
amount that would be required if all the Offers in relation to
Stanley Shares and options were accepted is $64,337,392.50.
Layne's parent company, LCC, has been offered a US $125 million
(approximately A$161 million at exchange rates applying at the
date of this Statement) credit facility ("Facility") by Bank of
America National Trust and Savings Association ("Bank of
America"). LCC will ensure that Layne Australia is able to
borrow funds under the Facility to enable it to meet its
obligations in relation to the Stanley Shares and options,
subject to the satisfaction of the conditions precedent referred
to below.
Although Bank of America has entered into a commitment to provide
the facility, it has informed LCC that it intends to assemble a
syndicate of lenders to provide a portion of the Facility. The
syndicate will be arranged by BancAmerica Securities, Inc.
("BASI"), an affiliated company of Bank of America. LCC is not
aware of the identity of any of the proposed members of the
syndicate, nor is it aware of the portion of the Facility which
Bank of America proposes to syndicate.
The availability of funds under the Facility will be subject to a
number of conditions precedent, namely:
(a) the negotiation and execution of a definitive credit agreement and
other related documentation satisfactory to Bank of America and the
other syndicated lenders;
(b) there being no material adverse change (in the reasonable opinion of
BASI and Bank of America) in the financial condition, business,
operations, properties or prospects of LCC
and its consolidated subsidiaries from the date of its audited
financial statements as at 31 January 1997;
(c) the non-occurrence of any material adverse change in loan syndication
or capital market conditions after 2 April 1997, generally, which in
the reasonable opinion of BASI would affect its syndication efforts in
respect of any portion of the Facility;
(d) until the earlier of 30 September 1997 or notification by BASI of the
completion of the syndication of the Facility, there being no
competing offering, placement or arrangement of any debt securities or
bank financing by or on behalf of LCC; and
(e) other conditions precedent which will be contained in the definitive
agreements relating to the Facility. Bank of America has informed LCC
that these conditions will include:
(i) the acquisition of (or the right to acquire) all Stanley
Shares on terms and conditions acceptable to Bank of America
and the syndicated lenders of the Facility;
(ii) all necessary corporate authorisations being obtained;
(iii) receipt by Bank of America of satisfactory documentation
regarding the takeover offer and Layne Australia's obligation
to pay the purchase consideration;
(iv) all representations and warranties made by LCC in connection
with the Facility documents being true and complete; and
(v) cancellation of LCC's existing credit agreement with Bank of
America.
Layne Australia has no reason to believe that the conditions
precedent to the availability of funds under the Facility will
not be satisfied or waived by the time Layne Australia becomes
liable to pay the consideration for the purchase of Stanley
Shares or surrender of options.
Bank of America's commitment to provide the Facility will expire
on 30 September 1997 if the Facility has not been drawn down by
that date.
11. No benefits to officers of Stanley
Except as otherwise disclosed in this Statement, Layne Australia
does not propose in connection with the Offers that:
(a) a benefit (being a prescribed benefit for the purposes of the
Law) other than an excluded benefit within the meaning of the
Law will or may be given to a person in connection with the
retirement of a person from an office that, in relation to
Stanley, is a prescribed office for the purpose of the Law; and
(b) a benefit (being a prescribed benefit for the purpose of the Law)
will or may be given to a person, who in relation to Stanley
would be a prescribed person for the purpose of the Law, in
connections with the transfer of the whole or any part of the
undertaking or property of Stanley.
12. Agreement between Layne Australia and the Directors of Stanley
There is no agreement between Layne Australia, or any of its
associates, and any of the directors of Stanley in connection
with, or conditional upon, the outcome of the Takeover Scheme
except for an agreement dated 7 April 1997 between Layne
Christensen Company ("LCC") and Mr. Ross Stanley, a director of
Stanley, under which:
(a) LCC will cause Stanley to terminate Mr. Stanley's current employment
with Stanley, and to re-employ him on the terms of the agreement.
(b) Mr. Stanley's terms and conditions for employment will broadly remain
the same as those he currently enjoys, except that the new employment
will have a three year term subject to specified rights of early
termination.
(c) Mr. Stanley will have an obligation not to compete with Stanley for a
period of up to three years following the termination of his
employment.
(d) Mr. Stanley will be required to subscribe for US$1,500,000 worth or
shares of LCC's common stock at the prevailing market price at the
time of the subscription. The shares will be issued subject to a
restriction on the transfer of the shares for a period of three
years; and
(e) Mr. Stanley will be granted free options by LCC to subscribe for
shares of LCC's common stock at an exercise price equal to the closing
market price for LCC's common stock on the trading day immediately
before the public announcement of Layne Australia's proposed takeover
for the Stanley Shares. The number of shares that may be acquired on
exercise of the options will be three times the number of shares
subscribed for in accordance with paragraph (d) above. Two thirds of
the options will become exercisable after a further year. The options
will be non-transferable and will expire 10 years after their date of
issue if not exercised.
The rights and obligations of Layne Australia and Mr. Stanley under the
agreement are conditional upon each of the conditions to which the Offers
are subject being either satisfied or waived by Layne Australia by the end
of the Offer Period. However, there is no obligation on Mr. Stanley to
accept, or to cause any third party to accept, Layne Australia's Offer.
13. Change in financial position of Stanley
So far as is known to Layne Australia the only changes in the financial
position of Stanley since 30 June 1996 (being the date of the last balance
sheet laid before Stanley in general meeting on 15 November 1996) are as
announced to Australian Stock Exchange Limited (ASX).
In summary, the announcements were:
(a) Allotment of Stanley Shares -- 3 July 1996
Stanley announced that it had allotted 7.22 million Stanley Shares
(part of the 11,666,667 shares authorised at the general meeting of
28 June 1996) at 60 cents per share.
(b) Allotment of Stanley Shares -- 8 July 1996
Stanley announced that it had allotted a further 280,000 Stanley
Shares as part of the 11,666,667 shares authorised at the general
meeting of 28 June 1996.
(c) Allotment of Stanley Shares -- 16 July 1996
Stanley announced that it had allotted 4,166,667 Stanley Shares. This
allotment finalized the allotment of 11,666,667 Stanley Shares
authorised at the general meeting of 28 June 1996. The shares were
issued at 60 cents per share, as part of a placement to raise
additional working capital.
(d) Granting of exploration licenses in Cote d'Ivoire -- 17 September 1996
Stanley announced that Equigold (Cote d'Ivoire) SA, an Ivory Coast
registered company owned 42.5% by Stanley, had been granted two
exploration licenses covering 2,000 km in Ivory Coast, Western Africa.
The consideration paid by the company in relation to the granting of
the licenses was US$150,000.
(e) Agreement to acquire Glindemann & Kitching Pty Ltd -- 3 October 1996
Stanley announced it had entered into a Heads of Agreement to acquire
mining services company Glindemann & Kitching Pty Ltd ("G&K"). The
acquisition will be implemented in a two stage process, involving an
initial subscription by Stanley of 51% of the expanded issued capital
of G&K for $6.5 million. The remaining 49% shareholding will be
acquired in two years time at a purchase price based on a Price
Earnings Multiple of five times the average annual after tax profits
of G&K during the two year period. The acquisition was subject to
satisfactory due diligence by Stanley. A copy of the announcement is
attached as Annexure 1.
(f) Quarterly report: Activities September quarter 1996 -- 29 October
1996
Exploration results for the September quarter 1996 are set out in the
quarterly report, a copy of which is attached as Annexure 2.
(g) Completion of due diligence and amended terms for acquisition --
4 November 1996
Stanley announced that it has successfully completed its due diligence
review of G&K and would proceed to finalise the acquisition subject
to completion of satisfactory legal documentation. The terms of
acquisition with the vendors of G&K had also been amended. The
acquisition of the final 49% of G&K will be brought forward to 1 July
1997. A copy of the announcement is attached as Annexure 3.
(h) Additions to the official list -- 5 November 1996
Stanley announced that 2,050.799 Stanley Shares were issued at
65 cents per share were issued pursuant to Stanley's dividend
reinvestment plan and quoted for trading on Australian Stock Exchange
Limited.
(i) Chairman's address to annual general meeting -- 15 November 1996
The Chairman stated that trading continued to be in line with
expectations and all divisions were performing in accordance with
budget. Utilisation of all drilling rights continued to be high, and
there was a high likelihood ofcontinuing demand for Stanley's
services.
(j) One for three renounceable rights issue -- 25 November 1996
Stanley announced that up to approximately 17.5 million Stanley Shares
would be issued under a one for three rights issue at 50 cents per
share. Funds raised will be used to fund the acquisition of G&K.
The issue will be underwritten by Paterson Ord Minnett Ltd.
(k) Acquisition completed -- 17 December 1996
Stanley announced that the transaction to acquire 51% of G&K
had been completed.
(l) Allotment of Stanley Shares -- 17 December 1996
Stanley announced that it had allotted 2.858 million Stanley Shares at
an issue price of 70 cents per share for cash for the purposes of the
acquisition of 51% OF G&K.
(m) Prospectus for renounceable rights issue -- 20 December 1996
Stanley announced that up to 17,554,962 Stanley Shares would be
issued at 50 cents per share under a one for three rights issue.
Funds raised will be used to fund the acquisition of G&K and for
continued growth of the company.
The Chairman of Stanley stated, in connection with the issue, that:
* the mining services industry continues to be a significant growth
industry, and Stanley is one of the leading companies in the
industry,
* demand for the company's services continues to be very strong,
* the acquisition of G&K provides the company with additional profit
in Australia which enhances its ability to pay fully franked
dividends.
* Stanley's dividend policy remains unchanged at 50% of after tax
profits, and
* the acquisition of G&K also provides an opportunity to rationalise
the company's operations in Kalgoorlie and Perth.
The prospectus also sets out details of the application of the
funds to be raised by the issue, the effect of the issue on
Stanley's balance sheet, and a forecast of consolidated operating
profit after tax for the year ended 30 June 1997 of $4,954,000.
Copies of relevant extracts from the prospectus are attached as
Annexure 4.
(n) Quarterly report -- Activities for December quarter -- 30 January 1997
Exploration results for the quarter ended 31 December 1996 are set out
in the quarterly report, a copy of which is attached as Annexure 5.
(o) Directorate -- 17 February 1997
Stanley announced that Mr. Michael Perrott had been appointed
executive chairman of Stanley. In consideration of Mr. Perrott
entering into a service agreement with the company for a two year
period, Stanley's directors resolved to issue 2 million options to
Mr. Perrott or his nominee on the following terms:
(i) exercise price of 70 cents;
(ii) 1 million options exercisable on or after 1 February 1998
and prior to 31 January 2003; and
(iii) 1 million options exercisable on or after 1 February 1999
and prior to 31 January 2003.
The issue of these options is subject to the approval of shareholders
in general meeting.
Ross Stanley will commence activities as Executive Director
International Operations.
David Noort was appointed General Manager responsible for all company
matters. The board of directors resolved to allot Mr. Noort 500,000
options under the Stanley Mining Services Limited Employee Share
Option Plan, and a further 1,500,000 options will be allotted under
that plan to other key staff members.
(p) Audited half yearly report for the half year ended 31 December 1996 -
14 March 1997
Stanley announced that revenue was up 46.9% to $29,782,000, operating
profit before abnormal items and tax was up 10.6% to $3,543,000,
operating profit after tax but before outside equity interests was up
10.9% to $2,339,000, and operating profit and extraordinary items
after tax attributable to members of Stanley was down 10.7% to
$1,885,000. A copy of the report is attached as Annexure 6.
(q) Response to Stock Exchange enquiry -- 3 April 1997
Stanley announced that management and other initiatives had not had
the expected effect of redressing the adverse profit performance
that was disclosed in the company's Half Yearly Report for the
period to 31 December 1996. Stanley advised that, based on current
trading information, it was likely that the company would not meet
the profit forecast contained in its prospectus dated 20 December
1996, and that the profit performance for the full year ended 30 June
1997 was likely to be approximately 20% less than that disclosed in
the prospectus.
(r) Dividend declaration -- 29 April 1997
Stanley announced that the fully franked dividend of 5 cents per
Stanley Share had been declared. The record date for the dividend
will be 13 May 1997. The payment of and payment date for the
dividend are subject to a number of conditions. A copy of the
announcement is attached as Annexure 7.
(s) Quarterly report -- Activities for March quarter 1997 --
29 April 1997
Exploration results for the quarter ended 31 March 1997 are set out in
the quarterly report, a copy of which is attached as Annexure 8.
14. Agreements relating to transfer of Stanley Shares by Layne Australia
There is no present agreement, arrangement or understanding whereby any
Stanley Shares acquired by Layne Australia pursuant to the Offers will or
may be transferred to any other person, except that Bank of America will
be granted rights over the Stanley Shares to be purchased by Layne
Australia for the purpose of securing repayment of the credit facility
described in clause 10, and in the exercise of those security rights Bank
of America may require Layne Australia to sell the Stanley Shares which it
holds.
15. No escalation agreement
There is no agreement, arrangement or understanding for the
acquisition of Stanley Shares by Layne Australia or by a person
associated with Layne Australia (within the meaning of Section 609 of
the Law) being an agreement, arrangement or understanding under which
the person or either or any of the persons from whom Stanley 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 Stanley 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 Stanley Shares acquired after the agreement,
arrangement or understanding was entered into.
16. Layne Australia's present intentions about business, assets and
employees of Stanley
Subject to the matter specifically set out below and in clause 12 above,
Layne Australia presently:
(a) intends to continue the business of Stanley;
(b) does not intend to make any major changes to the business of Stanley,
including the deployment of the fixed assets of Stanley; and
(c) does not intend to change the employment of the present employees of
Stanley.
In the event that Layne Australia receives sufficient acceptances
and its Offers become unconditional, it is the present intention of
Layne Australia that the board of directors of Stanley should be
reconstituted such that a majority of the board of Stanley (including
the Chairman) would comprise nominees of Layne Australia. Layne
Australia expects that it will be necessary to seek the removal of most
of the current board in order to achieve this outcome.
Subject to the following paragraph, Layne Australia intends to
continue the business of Stanley in substantially the same manner as it
is currently conducted. However, if Layne Australia gains control of
Stanley then it will examine the exploration and mining activities which
Stanley currently carries on in West Africa with a view to determining
whether those activities are complementary to Stanley's core activities.
If they are determined to be non-core activities, then Layne Australia
will consider disposing of Stanley's interest in those activities on
appropriate terms and conditions.
If Layne Australia is able to proceed to compulsory acquisition in
accordance with Section 701 of the Law and acquires 100% of the Stanley
Shares, it will consider reorganising the business and operations of
Stanley. The reorganisation may be implemented by transferring the
assets and, if applicable, novating the liabilities of the group of
companies comprising Stanley and its subsidiaries ("Stanley Group")
amongst the group of companies comprising Layne Australia and its
subsidiaries. The transfer may be achieved by voluntary liquidation of
one or more Stanley Group companies. Although the employment of some
employees of Stanley Group companies may be transferred to another
company in the group, Layne Australia does not intend to make any
Stanley Group employees redundant or adversely affect their terms and
conditions of employment.
Layne Australia has not yet made any firm decision as to whether
this or any other kind of reorganisation will b undertaken. Its
decision whether to do so will be influenced by further professional
advice regarding the business, financial, legal, stamp duty and tax
consequences of any reorganisation.
In the event that it becomes entitled to do so under the Law, Layne
Australia intends to proceed to compulsory acquisition of all Stanley
Shares under section 701 of the Law. In these circumstances, Layne
Australia will also seek to have Stanley delisted from the Official List
of Australian Stock Exchange Limited.
17. Other material information
Layne Australia obtained a letter from the Commission on 27 March
1997 indicating that the arrangement with Mr. Stanley described in
clause 12 above would not, in the Commission's view, infringe section
698 of the Law, and advising that the Commission will take no
enforcement action in relation to section 698 with respect to the
arrangement.
Layne Australia also obtained from the Commission on 30 April 1997
relief from section 698 of the Law to enable it to make the offers in
relation to the options referred to in clause 8, and relief from section
637(1)(a) and 657(1)(a) of the Law to allow this Statement and any
notice of variation of the Offers to be signed on behalf of a director
of Layne Australia by an agent authorised in writing.
Layne Australia understands that Stanley is currently involved in
discussions with Australian Stock Exchange Limited with a view to
amending the record date for the dividend that was declared on 29 April
(see clause 13(r) above) to a date with is 9 business days after the
date upon which Layne Australia declares its Offers to be free of
conditions or the Offers lapse, whichever is the earlier. If this or
any similar variation to the terms of payment of the dividend is made by
Stanley, then it is the intention of Layne Australia to postpone (to the
extent that it is entitled to do so under the Law) its registrations as
the holder of Stanley Shares for which acceptances have been received
until such time as the revised record date for the dividend has passed.
Except as contained elsewhere in this Statement, there is no other
information material to the making of a decision by a holder of Stanley
Shares whether or not to accept the Offers being information that is
known to Layne Australia and which has not previously been disclosed to
holders of Stanley Shares.
DATED 31 April 1997
SIGNED by Peter Donald Bunting, a director of Layne Australia on
his own behalf and on behalf of Andrew Bernard Schmitt, authorised to
sign this Statement pursuant to a resolution passed by the directors of
Layne Australia on 30 April 1997.
/s/ Peter Donald Bunting /s/ Peter Donald Bunting
--------------------------- --------------------------
Director Director (by duly authorized Agent)