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ASX Announcement 18 October 2011 NATIONAL HIRE GROUP LIMITED

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ASX Announcement 18 October 2011 NATIONAL HIRE GROUP LIMITED ACN 076 688 938 ABN 61 076 688 938 12 Hoskins Road Landsdale WA 6065 Phone: (08) 9302 0000 Fax: (08) 9302 0001 Website: www.nationalhire.com.au ASX Announcement 18 October 2011 NATIONAL HIRE GROUP LIMITED (“NHR”) TARGET’S STATEMENT – TAKEOVER OFFER BY SEVEN (NATIONAL) PTY LIMITED FOR NATIONAL HIRE GROUP LIMITED In accordance with item 14 of section 633(1) of the Corporations Act 2001 (Cth), attached is a copy of the Target’s Statement of National Hire Group Limited (ASX:NHR) and the Independent Expert’s Report in response to the off-market takeover bid by Seven (National) Pty Ltd (ACN 153 299 159), a wholly owned subsidiary of Seven Group Holdings Limited (ACN 142 003 469). Gayle McGarry Company Secretary About National Hire National Hire Group Limited owns equipment sales and support businesses which operates under the name Allight, Sykes and Primax and a 46.1% interest in Coates Group Holdings Pty Ltd which owns the Coates Hire business. Allight manufactures, assembles, sells and supports mobile lighting and power generation equipment and distributes Perkins engines, FG Wilson power generation sets and Rotair compressors. Sykes and Primax manufacture, sell and support dewatering solutions globally. Coates Hire is the largest rental business in Australia and is one of the largest rental businesses globally. Coates Hire has been hiring equipment to the mining construction and event management sectors for more than a century, and today has a network of over 200 branches across Australia. National Hire Group Limited (ABN 61 076 688 938) Target’s Statement National Hire National Hire Group Ltd ACN 076 688 938 This Target’s Statement has been issued in response to the off-market takeover bid made by Seven (National) Pty Limited, a wholly owned subsidiary of Seven Group Holdings Limited for all of the shares in National Hire Group Limited in which Seven Group Holdings Limited does not already have a relevant interest. The Independent Directors’ recommendation is set out in section 1.2 of this Target’s Statement. Shareholders should read this Target’s Statement in full before deciding whether to accept Seven’s Offer. The Independent Expert has concluded that the Offer of $3.00 per Share and the potential Offer of $3.60 per Share is, in each case, not fair but reasonable to Shareholders not associated with Seven. The Independent Expert values Shares in the range of $3.66 to $4.30 on a control basis. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. Financial adviser If you are in any doubt as to how to deal with this document, please consult your financial or other professional adviser. Legal adviser CONTENTS Section Page Key Dates........................................................................................................................................................... 1 Letter from Chairman of The Independent Board Committee of National Hire................................................ 2 1. Independent Directors' Recommendation and Reasons........................................................................ 6 2. Offer Summary ................................................................................................................................... 17 3. Questions and Answers....................................................................................................................... 19 4. Profile of National Hire ...................................................................................................................... 22 5. Directors' Interests .............................................................................................................................. 40 6. Profile of Seven .................................................................................................................................. 44 7. Taxation Consequences ...................................................................................................................... 45 8. Additional Information ....................................................................................................................... 49 9. Glossary .............................................................................................................................................. 53 10. Authorisation ...................................................................................................................................... 56 Corporate Directory ......................................................................................................................................... 57 Annexure A: Independent Expert's Report ...................................................................................................... 58 Annexure B: National Hire Announcements to ASX since 30 September 2010 i 2 IMPORTANT NOTICES Nature of this document Investment decisions This document is a Target's Statement issued by This Target's Statement does not constitute National Hire Group Limited financial product advice and has been prepared ABN 61 076 688 938 (National Hire) under Part without reference to your investment objectives, 6.5 Division 3 of the Corporations Act in response financial situation, tax position or other to the off-market takeover bid made by Seven circumstances. Your Independent Directors (National) Pty Limited ACN 153 299 159 encourage you to: read this Target's Statement (Seven), a wholly owned subsidiary of Seven (including the Independent Expert's Report), the Group Holdings Limited ABN 46 142 003 469 Bidder's Statement and the 2011 Annual Report in (SGH) to acquire all of the issued ordinary shares their entirety; have regard to your individual risk in National Hire (Shares) in which SGH does not profile, portfolio strategy, tax position and already have a relevant interest (Offer). financial circumstances; consider the alternatives discussed in this Target's Statement; and obtain A copy of this Target's Statement was lodged with independent financial, legal, taxation or other ASIC and given to SGH and ASX on 18 October professional advice, before making a decision as 2011. Neither ASIC nor ASX nor any of their to whether or not to accept the Offer. respective officers take any responsibility for the content of this Target's Statement. Forward looking statements Shareholder information Certain statements in this Target's Statement relate to the future. The forward looking National Hire has established a shareholder statements in this Target's Statement are not based information line which Shareholders may call if on historical facts, but rather reflect the current they have any queries in relation to the Offer. The views and expectations of National Hire telephone number for the National Hire concerning future events and circumstances. Information Line is 1300 560 339 (within These statements may generally be identified by Australia) or +61 2 8011 0354 (outside Australia) the use of forward looking verbs such as "aim", which will be open between 8.30 a.m. and 5.30 "anticipate", "believe", "estimate", "expect", p.m. (Sydney time) Monday to Friday until the "foresee", "intend" or "plan", qualifiers such as end of the Offer Period. "may", "should", "likely" or "potential" or derived or similar words. Similarly, statements that Further information relating to the Offer can be describe the expectations, goals, objectives, plans obtained from National Hire's website at or targets of SGH or National Hire are or may be www.nationalhire.com.au or from ASX's website forward looking statements. at www.asx.com.au. These forward looking statements are based on Defined terms certain assumptions regarding the operations of National Hire and the economic and regulatory A number of defined terms are used in this environment in which National Hire will operate Target's Statement. These terms are explained in in the future. They are subject to known and section 9 of this Target's Statement. In addition, unknown risks and uncertainties that could cause unless the contrary intention appears or the the actual outcomes, and the actual performance context requires otherwise, words and phrases or results of National Hire to be materially used in this Target's Statement have the same different from the outcomes, or the performance meaning and interpretation as in the Corporations or results of National Hire expressed or implied Act. by such statements, including, among other things, general economic conditions, changes in law, regulation or government policy. All forward ii 3 looking statements should be read in light of such include your name, contact details and risks and uncertainties. shareholdings. Without this information, National Hire would be hindered in its ability to issue this The forward looking statements in this Target's Target's Statement. The Corporations Act requires Statement reflect views and expectations held the name and address of Shareholders and option only at the date of this Target's Statement. holders to be held in a public register. Personal National Hire believes that all forward looking information of the type described above may be statements included in the Target's Statement have disclosed to National Hire and Seven, and their been made on a reasonable basis however neither registries, print and mail and other service National Hire nor any other person gives any providers, authorised securities brokers, Related representation, assurance or guarantee that any Bodies Corporate and Affiliates of National Hire outcome, performance or results expressed
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