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Bidder's Statement to Chalmers Shareholders

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Bidder's Statement to Chalmers Shareholders 1 July 2019 The Manager, Companies Australian Securities Exchange Companies Announcement Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Recommended Takeover Offer by Qube Holdings Limited for Chalmers Limited (ASX: CHR) Bidder's Statement We attach, by way of service pursuant to item 5 of subsection 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), a copy of the bidder's statement (Bidder's Statement) in relation to the off-market takeover bid by Qube Holdings Limited, through its wholly owned subsidiary, Qube Logistics (Aust) Pty Ltd, for all of the ordinary shares in Chalmers Limited (ASX: CHR) (Chalmers). A copy of the Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to Chalmers earlier today. As required by subsection 633(4) of the Corporations Act, Qube Logistics (Aust) Pty Ltd gives notice that it has set 7:00pm (Sydney time) on Tuesday, 2 July 2019 as the date (and time) for determining the persons to whom information is to be sent under items 6 and 12 of subsection 633(1) of the Corporations Act. Sincerely Adam Jacobs Company Secretary and Corporate Counsel Page 1of 1 THIS IS AN IMPORTANT DOCUMENT AND CONTAINS AN OFFER TO ACQUIRE ALL OF YOUR CHALMERS SHARES. THIS DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL OR LEGAL ADVISER AS SOON AS POSSIBLE. Bidder's Statement Recommended Offer by Qube Logistics (Aust) Pty Ltd (ABN 18 123 003 930), a wholly-owned subsidiary of Qube Holdings Limited (ABN 14 149 723 053) to acquire all of your shares in Chalmers Limited (ABN 34 004 471 032). You can elect to receive either 2.31 Qube Shares or $6.50 cash for each of your Chalmers Shares. The Chalmers Directors intend to unanimously recommend that Chalmers Shareholders accept the Offer, in the absence of a superior proposal. ACCEPT NOW Please call the Offer Information Line on 1300 381 071 (within Australia) or +61 3 9415 4035 (from outside Australia) from 9:00am to 5:00pm (Sydney time) on Business Days if you have any questions or require assistance. For legal reasons, calls to this number will be recorded. Legal Adviser achievements may differ materially from results, 1 Important Information values, performance or achievements expressed This Bidder's Statement is given by Qube or implied in any forward-looking statement. The Logistics (Aust) Pty Ltd (ABN 18 123 003 930) past performance of Qube or Qube BidCo is no (Qube BidCo), a wholly-owned subsidiary of guarantee of future performance. Qube Holdings Limited (ABN 14 149 723 053) None of Qube, Qube BidCo, any of their (Qube) to Chalmers Limited (ABN 34 004 471 directors, officers or advisers, or any other 032) (Chalmers) under Part 6.5 of the person named in this Bidder's Statement with Corporations Act and relates to the Offer. their consent or involved in preparation of this You should read this Bidder's Statement in its Bidder's Statement, gives any representation, entirety. warranty, assurance or guarantee that the occurrence of the events expressed or implied in This Bidder's Statement is dated 1 July 2019 any forward-looking statements in this Bidder's and includes an Offer dated [*] July 2019 in Statement will actually occur. You are cautioned section 12. not to place undue reliance on any A copy of this Bidder's Statement was lodged forward-looking statements. with ASIC on 1 July 2019. Neither ASIC nor any The forward-looking statements in this Bidder's of its officers takes any responsibility for the Statement only reflect views held as at the date contents of this Bidder's Statement. of this Bidder's Statement. Defined Terms Implied Value of the Offer A number of defined terms are used in this The implied value of the Offer will vary with the Bidder's Statement. These terms are explained market price of Qube Shares. Further in section 13 along with certain rules of information on the implied value of the Offer is interpretation which apply to this Bidder's contained in this Bidder's Statement. Statement. Information regarding Chalmers and the Investment Advice Combined Group This Bidder's Statement does not take into Any information in this Bidder's Statement account your individual investment objectives, financial situation or particular needs. You may securities has been prepared from publicly wish to seek independent financial and taxation available information and/or information that advice before deciding whether or not to accept Qube has obtained from Chalmers as part of its the Offer. due diligence. This information has not been You are advised to exercise caution in relation to independently verified and, accordingly, neither the Offer. If you are in any doubt about any of Qube BidCo nor Qube make any representation, the contents of this Bidder's Statement, you and/or warranty, express or implied, as to the should obtain independent professional advice. accuracy or completeness of such information to Forward-looking statements the extent permitted by the Corporations Act. This Bidder's Statement may contain The information on the Combined Group in this forward-looking statements, which include Bidder's Statement, to the extent that it statements other than statements of historical incorporates or reflects information on fact. Such statements are subject to inherent Chalmers, has been prepared using publicly risks and uncertainties in that they may be available information that may not be affected by a variety of known and unknown independently verified. Accordingly, neither risks, variables and other factors, many of which Qube BidCo nor Qube make any representation are beyond the control of Qube and Qube and/or warranty, express or implied, as to the BidCo. Actual results, value, performance or accuracy or completeness of such information to the extent permitted by the Corporations Act. page i The information on Chalmers should not be This Bidd tatement is not a New Zealand considered comprehensive. Further information product disclosure statement or other similar relating to Chalmers may be included in offering or disclosure document under New arget's Statement which will be sent Zealand law and has not been registered, filed to you by Chalmers. with or approved by any New Zealand regulatory authority under or in accordance with the Foreign registered shareholders Financial Markets Conduct Act 2013 or any Chalmers Shareholders should note that other relevant New Zealand law. The offer of consideration for the Offer under the Scrip Chalmers Shares under the Offer is being made Option is Qube Shares, which are shares in an to existing Chalmers Shareholders with Australian public company listed on ASX. The registered addresses in New Zealand in reliance Offer is subject to disclosure requirements in upon an exemption from the relevant New Australia which are different from those Zealand securities regime, and, accordingly, this applicable in other countries. Chalmers not contain all the information that a product disclosure statement register of members is not in Australia or its or other similar offering or disclosure document external territories or New Zealand will not be under New Zealand law is required to contain. entitled to receive Qube Shares on acceptance of the Offer (unless Qube BidCo is satisfied that Unmarketable Parcels it is not precluded from lawfully issuing Qube Following an election of the Scrip Option, if the Shares either unconditionally or after total number of Qube Shares you are entitled to compliance with conditions that Qube BidCo receive as consideration under the Offer is an regards as acceptable and not unduly onerous). Unmarketable Parcel, you will receive a cash Ineligible Foreign Shareholders who accept the amount for your Chalmers Shares calculated in Offer will be paid a cash amount calculated in accordance with section 12.10(e) as if you were accordance with section 12.10(e) of this Bidder's an Ineligible Foreign Shareholder. Statement. This Bidder's Statement does not Effect of rounding constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities A number of figures, amounts, percentages, referred to in this Bidder's Statement in any prices, estimates, calculations of value and jurisdiction in which the offer or issue of such fractions in this Bidder's Statement are subject securities would be unlawful. to the effect of rounding. The actual calculation of these figures, amounts, percentages, prices, In particular, Qube Shares have not been, and estimates, calculations of value and fractions will not be, registered under the Securities Act may differ from those set out in this Bidder's 1933 of the United States of America Statement. Any discrepancies between totals in (Securities Act) and may not be offered or sold tables or financial statements or in calculations in the United States or to, or for the account or graphs or charts are due to rounding. benefit of, a US person (as defined in Regulation S under the Securities Act), except in a Privacy transaction exempt from the registration Qube BidCo and its Related Bodies Corporate requirements of the Securities Act and has collected your information from the register applicable United States state securities laws. of members of Chalmers for the purposes of Chalmers Shareholders who are resident making the Offer and, if accepted, administering outside of Australia and its external territories or acceptances over your shareholding in New Zealand should refer to section 12.10(e) for Chalmers. The Corporations Act requires the further details. name and address of shareholders to be held in a public register. Qube BidCo and its Share Warning statement for Chalmers Registry may disclose your personal information Shareholders in New Zealand to their related bodies corporate and external service providers and may be required to page ii disclose such information to regulators, such as contained in or otherwise accessible from those ASIC.
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