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29 June 2001 Full Details of Wesfarmers' Offer for All the Shares

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29 June 2001 Full Details of Wesfarmers' Offer for All the Shares 29 June 2001 WESFARMERS SENDS OFFER DOCUMENT TO HOWARD SMITH SHAREHOLDERS Full details of Wesfarmers’ offer for all the shares in Howard Smith Limited are being sent out to Howard Smith’s shareholders. Mailing of the offer document began yesterday and will be completed this afternoon. The offer document includes a letter from Wesfarmers Chairman Harry Perkins and Managing Director Michael Chaney which notes that the offer “represents a substantial premium over the market prices of the Howard Smith shares before the offer was announced”. Based on the closing price of Wesfarmers shares on 28 June 2001 of $26.85, the offer values each Howard Smith share at $13.14. The Wesfarmers offer closes on 31 July, 2001, unless extended. The offer document is also available on the Wesfarmers website at www.wesfarmers.com.au. A toll free information line is available on 1800 770 028. For further information contact: Mr Michael Chaney, Managing Director (08) 9327 4203 This is an important document and requires your immediate attention. offerTo acquire all of your ordinary shares in Howard Smith for $12 cash and 2 Wesfarmers shares for every 5 of your Howard Smith shares FINANCIAL ADVISER LEGAL ADVISER Contents Letter from Chairman and Managing Director 1 The Wesfarmers story 2 Offer rationale and benefits 4 Bunnings - a proven performer 6 Reasons to accept the Offer 10 Key Offer terms 14 What you should do next 15 Bidder’s Statement 17 Key Dates Offer announced 13 June 2001 Date of Offer 28 June 2001 CLOSE OF OFFER 31 JULY 2001 (unless extended) How to accept this Offer Sign and return the enclosed acceptance form and post it in the prepaid envelope to: Wesfarmers Retail Pty Ltd C/- Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace PERTH WA 6000 OR Instruct your broker or Controlling Participant to accept the Offer on your behalf if your shares are entered in the SCH (CHESS) subregister. IMPORTANT NOTICE - This booklet contains a Bidder’s Statement (“Bidder’s Statement”) given by Wesfarmers Retail Pty Ltd (ACN 097 092 085) (“Wesfarmers Retail”), a wholly-owned subsidiary of Wesfarmers Limited (ABN 28 008 984 049), pursuant to Part 6.5 of Chapter 6 of the Corporations Law. The information in the front section of this booklet should be read together with the detailed information set out in the Bidder’s Statement. Terms used in the front section of this booklet have the same meaning given to them in the Bidder’s Statement. You should read the Bidder’s Statement before deciding whether to accept the Offer. You may also wish to consult with your financial or legal adviser. Wesfarmers Retail has not had access to information concerning Howard Smith other than that which is in the public domain. Information in the Bidder’s Statement concerning Howard Smith has not been independently verified. Wesfarmers Retail does not, subject to the Corporations Law, make any representation, express or implied, as to the accuracy or completeness of this information. ABN 28 008 984 049 22 June 2001 Dear Howard Smith shareholder, On 13 June 2001, Wesfarmers Limited (“Wesfarmers”) through its wholly owned subsidiary, Wesfarmers Retail Pty Ltd, announced an Offer to acquire all the shares in Howard Smith Limited (“Howard Smith”). The Offer is $12.00 cash and 2 Wesfarmers shares for every 5 Howard Smith shares. The Offer provides significant benefits for Howard Smith shareholders including: • A substantial increase in the value of your shareholding in Howard Smith The Offer represents a substantial premium over the market prices of the Howard Smith shares before the Offer was announced. The Offer values each Howard Smith share at $13.08 based on the closing price of Wesfarmers shares on 22 June 2001. On the basis of the weighted average price of Wesfarmers shares from the announcement on 13 June 2001 to close of business on 22 June 2001 the Offer values each Howard Smith share at $12.40. This represents a premium of 40 per cent over the $8.85 weighted average price, referred to by Howard Smith directors in the Buy-back tender document, and a premium of 27 per cent over the $9.75 price of Howard Smith shares immediately prior to the takeover announcement. • Wesfarmers - an Australian success story Over the period since its listing in 1984, Wesfarmers has delivered total shareholder returns through share price growth and dividend payments which have averaged more than 30 per cent per annum, ranking Wesfarmers as one of Australia’s most successful companies. Since 1997, Wesfarmers has been paying dividends each year approximately equal to 100 per cent of its after tax profits. This practice has been well received by investors and it is expected to continue following the acquisition of Howard Smith. • Benefit from Wesfarmers’ and Bunnings’ proven management performance Wesfarmers’ management has performed well over a long period of time and has demonstrated leadership in hardware retailing. Over the last seven years, Bunnings has established a network of hardware warehouses with substantially greater average sales and profitability per warehouse store than has been achieved by Howard Smith. Wesfarmers is confident that it can grow and add value to Howard Smith’s BBC hardware and Blackwoods businesses. Howard Smith shareholders are expected to be eligible to receive rollover relief from capital gains tax on a substantial portion of the consideration, being the portion represented by Wesfarmers shares. Tax considerations, including the conditions to achieve this rollover relief, are set out in section 11 of the Bidder’s Statement. The Bidder’s Statement sets out details on the Offer and the benefits which it provides to Howard Smith shareholders. To accept the Offer, shareholders should sign and return the enclosed acceptance form. If you require any additional assistance please contact the Wesfarmers Offer Hotline toll free on 1800 770 028. We very much look forward to your acceptance of the Offer and to welcoming you as a Wesfarmers shareholder. Yours sincerely Harry Perkins AO Michael Chaney Chairman Managing Director Page 1 The Wesfarmers story Share in Wesfarmers’ successful Australian businesses. Hardware Rural Services and Insurance Gas Forest Products Coal Transport Fertilisers and Chemicals Wesfarmers is a highly successful corporation with business interests throughout Australia. Page 2 The Wesfarmers story Wesfarmers is an Australian success story focused on maximising shareholder value. Share Price vs Operating Profit After Tax Profit $m Share Price 350 $35 300 $30 250 $25 200 $20 150 $15 100 $10 50 $5 0 $0 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 Reported Profit Forecast Profit Share Price Profit = Operating profit after tax before abnormal items and goodwill amortisation. Share price to 22 June 2001 and based on Bloomberg figures. Forecast information must be read in conjunction with the notes and assumptions in section 7 of the Bidder’s Statement. Over the period since listing in 1984, Wesfarmers has been one of the top performing Australian listed companies. Wesfarmers has forecast a 31% increase in net profit for the 2002 financial year before taking account of the acquisition of Howard Smith. Page 3 Offer rationale and benefits Bunnings and BBC are an attractive business fit and Blackwoods will benefit from Wesfarmers’ proven ability to manage and grow diverse businesses. Combining Bunnings and BBC hardware would have the combined group owning the following warehouse stores: Note: Warehouse numbers reflect proposed rebranding to follow acquisition of 100% of Howard Smith shares. Page 4 Offer rationale and benefits Why this merger makes good sense. Creates the leading retailer in the growing hardware market • $19 billion market in Australia • International trends confirm growth potential Bunnings is a proven performer • Recognised strong management • Strong customer service focus • Ability to significantly improve BBC’s performance Hardware businesses are highly complementary • Creates a truly national hardware business • Retain the Hardwarehouse brand in New South Wales and New Zealand Blackwoods business to be retained and developed • New stand alone division within Wesfarmers • Benefit from Wesfarmers’ proven management skills Provides Howard Smith shareholders with a substantial increase in value and access to future growth • Significant Offer premium • Value substantially higher than the price range proposed in the now deferred buy-back tender • Participate in the Wesfarmers success story A unique opportunity for Howard Smith shareholders. Page 5 Bunnings - a proven performer Bunnings has developed a successful formula. Construction of first warehouse commenced in 1994 Strong coverage through 85 stores including 47 Bunnings Warehouses Warehouse model focused on customer service, store layout, site selection and development, workplace culture, team member performance, recruitment and training Key Bunnings performance milestones - 1990 to 2000: Sales increased by 9 times to $1.3 billion Profit* increased by 20 times to $115 million Return on capital employed of 22% in 2000 Forecast Bunnings performance for 2001: Sales to increase to $1.36 billion Profit* to increase to $129 million Return on capital employed to increase to 24.5% *Profit = earnings before interest and tax. Forecast information must be read in conjunction with the notes and assumptions in section 7 of the Bidder’s Statement. Bunnings has a strong performance culture with a well developed and proven formula. Page 6 Bunnings - a proven performer Bunnings delivers better hardware performance. Proven warehouse formula enables Despite difficult market conditions, Bunnings to generate about 60% higher Bunnings has been able to improve profit average sales per warehouse store than BBC. margins, while BBC has suffered. Average Sales Per Warehouse Store(1) Profit Margins (2) $m % 30 10.0 9.5% 9.2% $27m 27 9.0 24 59% 8.0 Better 21 7.0 6.8% 6.0% 18 $17m 6.0 BBC Bunnings BBC BBC Bunnings Bunnings Hardwarehouse Warehouse 2000 2001 2000 2001 2000 2000 (Forecast) (Forecast) (1) Based on weighted average number of warehouse stores.
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