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Takeover Bid by GUD Holdings Limited for Breville Group Limited Bidder's Statement

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Takeover Bid by GUD Holdings Limited for Breville Group Limited Bidder's Statement 12 October, 2009 Manager, Company Announcements, ASX Limited, Level 4, 20 Bridge Street, Sydney NSW 2000 Dear Sir, Takeover bid by GUD Holdings Limited for Breville Group Limited Bidder’s statement We attach, by way of service pursuant to item 5 of subsection 633(1) of the Corporations Act 2001 (Cth), a copy of GUD Holdings Limited (GUD) bidder’s statement and offer document in relation to GUD’s off-market takeover bid for all the ordinary shares in Breville Group Limited. Yours faithfully, Malcolm G Tyler Company Secretary Att. G.U.D. Holdings Limited ABN 99 004 400 891 BIDDER’S STATEMENT ACCEPT GUD’s Offer to purchase all of your ordinary shares in Breville Group Limited For every four of your Breville Shares, you will receive one GUD Share. This is an important document and requires your immediate attention. If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. To accept the Offer, you should follow the instructions on the enclosed Acceptance Form. Financial Adviser Legal Adviser IMPORTANT NOTICES NATURE OF THIS DOCUMENT results expressed or implied in any advice on and observe any such forward looking statement, except restrictions. Any failure to comply This Bidder’s Statement is issued to the extent required by law. You with such restrictions may constitute by G.U.D. Holdings Limited are cautioned not to place undue a violation of applicable securities ABN 99 004 400 891 (GUD) reliance on any forward looking laws. This Bidder’s Statement under Part 6.5 of the Corporations statement. The forward looking does not constitute an offer in Act 2001 (Cth). statements in this Bidder’s Statement any jurisdiction in which, or to any A copy of this Bidder’s Statement reflect views held only as at the date person to whom, it would not be was lodged with ASIC on 12 October of this Bidder’s Statement. lawful to make such an offer. No 2009. Neither ASIC nor its officers action has been taken to register or DISCLAIMER AS TO BREVILLE takes any responsibility for the qualify GUD or to otherwise permit AND MERGED GROUP content of this Bidder’s Statement. a public offering of GUD Shares INFORMATION outside Australia. GUD Shares have INVESTMENT ADVICE The information on Breville, not been, and will not be, registered In preparing this Bidder’s Statement, Breville’s securities and Breville under the United States Securities GUD has not taken into account Group contained in this Bidder’s Act of 1933 (Securities Act) and may the individual objectives, financial Statement has been prepared not be offered or sold in the United situation or needs of individual by GUD using publicly available States or to, or for the account or Breville shareholders. Accordingly, information. benefit of, a U.S. person (as defined before making a decision whether in Regulation S under the Securities The information in this Bidder’s or not to accept the Offer, you may Act), except in a transaction exempt Statement concerning Breville and wish to consult with your financial or from the registration requirements the assets and liabilities, financial other professional adviser. of the Securities Act and applicable position and performance, profits United States state securities laws. DISCLAIMER AS TO FORWARD and losses and prospects of the LOOKING STATEMENTS Breville Group, has not been PRIVACY independently verified by GUD. Some of the statements appearing GUD has collected your information Accordingly GUD does not, subject in this Bidder’s Statement may be from the Breville register of to the Corporations Act, make any in the nature of forward looking shareholders for the purpose of representation or warranty, express statements. You should be aware making this Offer and, if accepted, or implied, as to the accuracy or that such statements are only administering your holding of completeness of such information. predictions and are subject to Breville Shares. The Corporations inherent risks and uncertainties. The information on the Merged Act requires the name and address Those risks and uncertainties Group contained in this Bidder’s of shareholders to be held in a include factors and risks specific to Statement, to the extent that it public register. Your information may the industry in which Breville and incorporates or reflects information be disclosed on a confidential basis GUD and the members of the GUD on Breville and Breville Group, has to GUD’s related bodies corporate Group operate as well as general also been prepared using publicly and external service providers, and economic conditions, prevailing available information. Accordingly, may be required to be disclosed exchange rates and interest rates information in relation to the Merged to regulators such as ASIC. The and conditions in the financial Group is subject to the foregoing registered address of GUD is 245 markets. Actual events or results disclaimer to that extent. Sunshine Road, Sunshine, VIC, may differ materially from the events Australia, 3020. Further information relating to or results expressed or implied in Breville’s business may be included DEFINED TERMS any forward looking statement. in Breville’s target’s statement None of GUD, the officers or A number of defined terms are which Breville must provide to its employees of GUD, any persons used in this Bidder’s Statement. shareholders in response to this named in this Bidder’s Statement Unless the contrary intention Bidder’s Statement. with their consent or any person appears, the context requires involved in the preparation of this FOREIGN JURISDICTIONS otherwise or words are defined Bidder’s Statement, makes any in Section 12 of this Bidder’s The distribution of this Bidder’s representation or warranty (express Statement, words and phrases in Statement in jurisdictions outside or implied) as to the accuracy or this Bidder’s Statement have the Australia may be restricted by likelihood of fulfilment of any forward same meaning and interpretation law, and persons who come into looking statement, or any events or as in the Corporations Act. possession of it should seek KEY DATES Date of this Bidder’s Statement 12 October 2009 Date of Offer [insert date] Offer closes (unless extended or withdrawn) 7 pm (Melbourne time) on [insert date]. KEY CONTACTS Share registrar for the Offer GUD Offer Information Line* Computershare Investor Services Pty 1300 822 876 (local call charges apply) from Limited within Australia; or GPO Box 52 + 61 3 9415 4686 (normal charges apply) from outside Australia. Melbourne VIC 3001 * Calls to these numbers may be recorded. CONTENTS CHAIRMAN'S LETTER WHY YOU SHOULD ACCEPT THE OFFER 1 SUMMARY OF THE OFFER 1 2 INFORMATION ON GUD 3 3 INFORMATION ON GUD SECURITIES 13 4 INFORMATION ON BREVILLE 17 5 INFORMATION ON BREVILLE SECURITIES 23 6 BIDDER’S INTENTIONS IN RELATION TO BREVILLE 27 7 EFFECT OF THE OFFER ON GUD AND PROFILE OF THE MERGED GROUP 31 8 RISK FACTORS 35 9 TAX CONSIDERATIONS 39 10 ADDITIONAL INFORMATION 43 11 THE TERMS AND CONDITIONS OF THE OFFER 47 12 DEFINITIONS AND INTERPRETATION 63 13 APPROVAL OF BIDDER’S STATEMENT 67 CORPORATE DIRECTORY 12 October 2009 Dear Breville shareholders Offer for your Breville Shares On behalf of the Board of GUD Holdings Limited (GUD), I am pleased to present to you this attractive Offer to acquire all of Your Shares in Breville Group Limited (Breville), and the exciting opportunity to participate in a leading consumer products business in Australia and New Zealand. Under GUD’s Offer, accepting Breville shareholders will receive one GUD Share for every 4 Breville Shares held (Offer). At the date of the announcement of the Offer, the Offer price represented a value of $2.20 for each of your Breville Shares1, which represents an attractive premium for Your Shares, reflecting the quality of the Breville business and the potential benefits of combining Breville with GUD’s Sunbeam business. The Offer price represents a: 2 47% premium to Breville’s closing share price on 8 October 2009 (the day prior to announcement of the Offer) of $1.50; 2 51% premium to the one month VWAP of Breville Shares up to and including 8 October 2009; 2 value higher than Breville had traded at any time during the 12 months prior to announcement of the Offer; 2 206% premium to the price GUD paid for its 19.4% interest in Breville on 29 May 2009 of 72 cents per share; and 2 62% premium to the average broker 12 month price target for Breville2. Breville shareholders collectively will have the opportunity to own up to 30%3 of the Merged Group, and will therefore have the opportunity to participate in the potential financial and operational benefits of a combination of our two complementary businesses4. GUD is a leading Australian small industrials company with a proud track record of long-term earnings growth and shareholder value creation. The combination of our business with the businesses of Breville is consistent with the GUD Group’s strategy to expand the company’s product range and geographic scope of operations, invest in new products and technologies, improve product sourcing terms, and maximise the value of our brand portfolio for the benefit of shareholders. 1 Based on the 1 month volume weighted average price of ‘on market’ trades on ASX (i.e. normal trades, crossed trades, stabilisation trades and short sell trades) (VWAP) for GUD Shares up to and including 8 October 2009 of $8.80. The value of the Offer at a particular time will depend on the value of GUD Shares at the time. In this document, we have used the 1 month VWAP before the date the Offer was announced to illustrate that value as, for that period, GUD’s share price was unaffected by the Offer and the Announcement Date coincides with the date this document is being prepared.
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