14 July 2008
The Shareholders
Ausdrill Limited
SUPPLEMENTARY TARGET?S STATEMENT
This Supplementary Target?s Statement is issued by Ausdrill Limited ABN 95 009 211 474 (Ausdrill) under section 644 of the Corporations Act. It is the first Supplementary Target?s Statement issued by Ausdrill in relation to the offer by Macmahon Holdings Limited ABN 93 007 634 406 (Macmahon).
This Supplementary Target?s Statement supplements, and is to be read together with, the Target?s Statement dated 20 June 2008. This Supplementary Target?s Statement has been approved by a resolution of the Ausdrill Board and is dated 14 July 2008. A copy of this Supplementary Target?s Statement has been lodged with ASIC. Neither ASIC nor any of its officers takes responsibility for the contents of this Supplementary Target?s Statement.
Dear fellow shareholders.
MACMAHON?S FAILURE TO SATISFY STATUTORY CONDITION
It has come to our attention that Macmahon has failed to comply with a fundamental requirement of the Corporations Act in relation to its all scrip offer for the shares in Ausdrill.
Section 625(3) of the Corporations Act contains a statutory condition requiring Macmahon to make application to ASX Limited for the admission to quotation of the consideration shares offered under Macmahon?s Offer within 7 days after 22 May 2008 (the start of the bid period). Macmahon did not make application until 10 July 2008, after our lawyers had drawn the omission to Macmahon?s attention.
Macmahon has indicated an intention to apply to court pursuant to section 1325A of the Corporations Act for orders rectifying their omission. Unless such orders are obtained,
Macmahon?s Offer will not be capable of becoming unconditional (and Macmahon will therefore be unable to acquire any Ausdrill shares under its bid).
Ausdrill is taking legal advice on this issue and will decide whether it will oppose Macmahon?s application to the court once it has seen the application.
In the meantime, Ausdrill?s Board continues to advise Ausdrill shareholders to REJECT Macmahon?s Offer and to continue to ignore all documents sent by Macmahon.
Also, for the small number of shareholders who have already accepted Macmahon?s Offer, your contract with Macmahon is subject to a condition that has not been satisfied. In these circumstances, it is possible that unless and until a court rectifies Macmahon?s omission, persons accepting Macmahon?s Offer may be entitled to withdraw their acceptances.
Shareholders who have any questions concerning Macmahon?s offer can call Ausdrill?s Shareholder Information Line on 1800 104 758 or from outside Australia on +61 2 8268 3691.
Yours sincerely,
Terence O?Connor AM QC
Chairman
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