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JUPITERS LIMITED
ABN 78 010 741 045
Level 9, Niecon Tower
17 Victoria Avenue
PO Box 1400
Broadbeach QLD 4218
Australia
Telephone 07 5584 8900
Facsimile 07 5538 6315
10 September 2003
RESET PREFERENCE SHARES ("RPS")
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Jupiters Limited ("Jupiters") advises that it despatched a Notification of
Trigger Event and a Trigger Event Conversion Notice to the holders of Jupiters'
Reset Preference Shares on 9 September 2003, pursuant to clause 4.2 (a) of the
Terms of the RPS.
Under the Terms, a trigger event has occurred as a consequence of the release to
the Australian Stock Exchange on 5 September 2003 of PricewaterhouseCoopers
Securities Ltd's independent expert's report on the scheme of arrangement
proposed between Jupiters and its ordinary shareholders.
A copy of the notices is attached. The Notification of Trigger Event and the
Trigger Event Conversion Notice are also available from the Jupiters' website,
www.jupiters.com.au.
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JUPITERS LIMITED ABN 78 90 741 045 NOTIFICATION OF TRIGGER EVENT
RESET PREFERENCE SHARES CLAUSE 4.2(A) RPS TERMS
On 12 June 2003, Jupiters announced that it had signed a Merger Implementation
Agreement with TABCORP Holdings Limited (TABCORP) and that it recommended that
Jupiters' shareholders support a proposal to merge Jupiters with TABCORP by way
of schemes of arrangement. As part of this arrangement, a wholly owned
subsidiary of TABCORP - TABCORP Investments No.2 Pty Ltd (TABCORP INVESTMENTS) -
has offered to acquire all Jupiters' reset preference shares (RPS) by way of
scheme of arrangement (the RPS SCHEME) for $105.26 together with, for each RPS,
an amount equal to any dividend accrued on that RPS up to the implementation
date for the RPS scheme.
Under the terms and conditions of the RPS (the RPS TERMS), certain "Trigger
Events" trigger a RPS holder's right to request conversion of their RPS into
ordinary shares in Jupiters by delivering a conversion notice to Jupiters. A
trigger event has occurred as a consequence of the release to ASX on 5 September
2003 of PricewaterhouseCoopers Securities Ltd's independent expert's report on
the scheme of arrangement proposed between Jupiters and its ordinary
shareholders. Accordingly, you may request conversion of some or all of your RPS
into ordinary shares in Jupiters pursuant to this trigger event right by
completing the conversion notice on the opposite page of this notice. To
exercise the right referred to above, the conversion notice must be received by
Jupiters by 8 October 2003. HOWEVER, YOU ARE NOT REQUIRED TO TAKE ANY ACTION
UNDER THE RPS TERMS AS A RESULT OF RECEIPT OF THIS DOCUMENT.
Upon receipt of your trigger event conversion notice, Jupiters may choose to:
- - repurchase the RPS held by you which are the subject of the conversion
notice; or
- - arrange for the RPS held by you, which are the subject of the conversion
notice, to be acquired by a third party,
in which case Jupiters is not required to give effect to the conversion notice.
Under the terms of the Merger Implementation Agreement, Jupiters has agreed with
TABCORP for all your RPS the subject of a completed trigger event conversion
notice lodged by 8 October 2003 to be sold to TABCORP Investments. As required
under the RPS Terms, TABCORP Investments will pay RPS holders the Repurchase
Amount for each RPS which is subject to such a conversion notice. In addition,
Jupiters will pay the dividend then accrued on each such RPS.
The Repurchase Amount is determined in accordance with a formula set out in the
RPS Terms. The formula is such that the value of the Repurchase Amount cannot be
determined before the latest date on which a RPS holder must deliver this
conversion notice to Jupiters in order for it to be valid. The minimum amount
you will receive for each RPS can however, be ascertained. The minimum amount is
determined in accordance with a formula, part of which, the Offer Price (which
is referable to the ordinary share scheme of arrangement), has been determined
by an independent expert, as required under the RPS Terms. As a result of the
independent expert's determination of the Offer Price, THE MINIMUM AMOUNT YOU
WILL RECEIVE FOR THE REPURCHASE AMOUNT IS $100.16. The Repurchase Amount may be
greater than this, and depends on Jupiters' ordinary share VWAP (as defined in
the RPS Terms) during the 20 business days prior to 20 November 2003, the date
on which the Repurchase Amount is payable.
IMPORTANT DATES AND TIMES
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Date of trigger event 5 September 2003
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Expected date of dispatch of merger Scheme Booklet 17 September 2003
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Latest time and date for delivery of a completed
trigger event conversion notice to Jupiters 8 October 2003
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Expected date by which Jupiters will advise you
of its election to repurchase or on-sell your RPS
to a third party 21 October 2003
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Expected date of dispatch of cheques by TABCORP
Investments for the RPS scheme consideration
(if the RPS scheme is implemented) 20 November 2003
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RPS the subject of a trigger event conversion
notice sold to TABCORP Investments (if RPS
scheme is not implemented) 20 November 2003
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THE SCHEME BOOKLET WILL CONTAIN IMPORTANT INFORMATION THAT YOU MAY WISH TO
CONSIDER BEFORE YOU LODGE A CONVERSION NOTICE WITH JUPITERS. YOU WILL RECEIVE
THE SCHEME BOOKLET BEFORE YOU ARE REQUIRED TO LODGE A CONVERSION NOTICE.
JUPITERS RECOMMENDS YOU WAIT UNTIL YOU READ THE SCHEME BOOKLET BEFORE YOU LODGE
A CONVERSION NOTICE WITH JUPITERS.
RPS HOLDERS SHOULD REFER TO THE RPS TERMS FOR FURTHER DETAILS. COPIES OF THE RPS
TERMS (AS AMENDED ON 12 JUNE 2003) ARE AVAILABLE FROM JUPITERS BY CALLING 07 55
848 900 OR MAY BE DOWN LOADED FROM JUPITERS' WEBSITE AT www.jupiters.com.au.
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JUPITERS LIMITED ABN 78 90 741 045 TRIGGER EVENT CONVERSION NOTICE
RESET PREFERENCE SHARES
ALL CORRESPONDENCE TO:
Computershares Investor Services Pty Limited
GPO Box 523 Brisbane
Queensland 4001 Australia
Facsimile: 61 7 3229 9860
www.computershare.com
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| |
| This is an important document. It is recommended that |
| you wait until you have read the Scheme Booklet relating|
| to the scheme of arrangement proposed between Jupiters |
| Limited (JUPITERS) and holders of its reset preference |
| shares before you consider whether or not to lodge this |
| conversion notice. IF YOU ARE IN ANY DOUBT AS TO HOW TO |
| DEAL WITH OR COMPLETE THIS CONVERSION NOTICE, PLEASE |
| CONTACT YOUR LEGAL, INVESTMENT OR OTHER PROFESSIONAL |
| ADVISER OR TELEPHONE THE JUPITERS INFORMATION LINE ON |
| 1800 65 65 06 (WITHIN AUSTRALIA) OR +61 2 9207 3783 |
| (OUTSIDE AUSTRALIA). |
| |
| Capitalised terms in this Conversion Notice have the |
| same meaning as in the RPS Terms. |
|_________________________________________________________|
THE RPS TERMS WERE AMENDED ON 12 JUNE 2003 AND ARE AVAILABLE FROM JUPITERS
LIMITED BY CALLING 07 55 848 900 OR MAY BE DOWNLOADED FROM JUPITERS' WEBSITE AT
www.jupiters.com.au
LODGEMENT INSTRUCTIONS
This completed conversion notice can be lodged at Jupiters' Share Registry,
Computershare Investor Services Pty Limited, Level 27, 345 Queen Street
Brisbane; posted to GPO Box 523 Brisbane QLD 4001 or sent by facsimile on
(07)3229 9860
TO BE EFFECTIVE, YOUR COMPLETED CONVERSION NOTICE MUST BE RECEIVED BY JUPITERS
BY 8 OCTOBER 2003
To Jupiters and its Directors
I/We hereby give notice of the exercise of my/our right to convert all of my/our
holding of reset preference shares (RPS), or such lesser number of my/our RPS as
specified below, into fully paid ordinary shares in Jupiters in accordance with
and subject to the RPS Terms, as amended on 12 June 2003. I/We acknowledge that
my/our right is subject to Jupiters' right to elect not to convert the relevant
RPS into fully paid ordinary shares, but to arrange for their sale to a third
party or to redeem them. In those cases, I/we acknowledge that I/we will receive
(for each relevant RPS) the Repurchase Amount plus a cash amount equivalent to
the value of the Outstanding Dividend (whether by way of dividend or otherwise).
____________________
I/We wish to convert | | | | | | | |RPS into Ordinary Shares in Jupiters.
|__|__|__|__|__|__|__|
I/We acknowledge that if I/we have not specified a number of RPS in the box
above, this notice relates to all of my/our RPS. I/We request you to issue such
shares to me/us and agree to accept them subject to Jupiters' constitution and
I/we authorise you to place my/our name on the Jupiters' ordinary share
register.
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THE FOLLOWING SECTION MUST BE SIGNED FOR YOUR INSTRUCTIONS TO BE EXECUTED
The conversion notice may be signed by:
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|_| The holder(s) of the RPS.
_
|_| A person appointed by a power of attorney from the holder (if signed under
power of attorney, a certified copy of the document must accompany this
conversion notice if it has not already been noted by Jupiters). Any
attorney signing this conversion notice declares that he/she has no notice
of revocation of the power of attorney.
_
|_| Where the holder is a company who has a sole director who is also the sole
company secretary, the notice must be signed by that person. If the company
does not have a company secretary, a sole director can also sign alone.
Otherwise this form must be signed by a Director jointly with either
another Director or the Company Secretary.
Individual
or Security holder 1 Security holder 2 Security holder 3
______________________ ______________________ _________________________
| | | | | |
|______________________| |______________________| |_________________________|
Sole Director and Director/ Director
Sole Company Secretary Company Secretary
Day Month Year
__________________________
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| / / |
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