The Crest of the Commonwealth of Australia Treasury Portfolio Ministers
Picture of Peter Costello

Peter Costello

Treasurer

11 March 1996 - 3 December 2007

Media Release of 26/07/2001

NO.055

Foreign Investment Approval of Brambles Industries Limited-GKN Plc Merger

Under the Foreign Acquisitions and Takeovers Act 1975 (the Act) I today approved arrangements for Brambles Industries Limited (Brambles) and GKN plc (GKN) to merge their support services businesses into a Dual Listed Company structure (DLC).

The merger will create a leading global support services group to be known as Brambles Industries.

The approval is conditional upon the observance of a number of undertakings that have been provided by Brambles.

Brambles and GKN are already joint venturers in a number of industrial services businesses around the world. Each also conducts separate industrial services businesses. GKN also conducts a number of unrelated automotive, engineering and aerospace businesses.

Before establishing the DLC, GKN will, via a new holding company, undertake a de-merger of its support services activities into Brambles Industries Plc (Brambles UK), to be listed on the London Stock Exchange. The businesses to be de-merged are GKN's existing 50 per cent interest in the CHEP and CLEANAWAY joint ventures with Brambles in Europe and the Americas and its wholly owned subsidiaries, CHEP South Africa, Interlake Material Handling and Meineke Discount Muffler Shops.

Following the de-merger, Brambles (UK) will combine with Brambles through the creation of the DLC. Under the DLC structure, Brambles and Brambles UK would operate as if they were a single economic enterprise (with a single management and Board of Directors) while remaining separate legal entities.

The undertakings provided by Brambles, observance of which is required by the conditional approval, are contained in the Attachment.

This decision will ensure the Brambles Group continues a strong Australian focus with its headquarters located in Australia.

MELBOURNE
26 July 2001

Contact: Grahame Crough (Department of Treasury)
Ph: (02) 6263 3834

ATTACHMENT

Brambles' undertakings, observance of which is a condition under Section 25(1A) of the Foreign Acquisitions and Takeovers Act 1975:

1. That Brambles Industries Limited remains an Australian resident company, incorporated under the Corporations Act and listed on the Australian Stock Exchange under the name "Brambles Industries Limited";

2. The headquarters of Brambles Industries Limited and the global headquarters of the Dual Listed Group are to be in Australia and publicly acknowledged as being in Australia in significant public announcements and in all public documents (as that term is defined in section 88A(1)(a) of the Corporations Act);

3. That both the Chief Executive Officer and Chief Financial Officer of the Dual Listed Group have their principal place of residence in Australia;

4. The Board of Directors of Brambles Industries Limited is elected in accordance with the procedures in the proposal or in accordance with procedures approved by the Treasurer; and

5. That if Brambles Industries Limited wishes to act differently to these conditions, it seeks and obtains the prior approval of the Treasurer.

Interpretation

(i) For the purposes of these conditions a reference to"Brambles Industries Limited" means Brambles Industries Limited, ACN 000 129 868.

(ii) The "global headquarters" of the Dual Listed Group will be taken to be in Australia if, and only if, both the Chief Executive Officer and the Chief Financial Officer of the Dual Listed Group (i.e. Brambles Industries Limited and Brambles Industries plc) are based in Australia and have their principal offices and key supporting functions in Australia. In addition, the centre of administrative and practical management of Brambles Industries Limited must be in Australia and Brambles Industries Limited's corporate head office activities, of the kind presently carried on in Australia, must continue to be carried on in Australia.

Brambles Industries Limited must comply with conditions 1 and 5 immediately upon receipt of notice of the decision in accordance with subsection 25(1B) of the Foreign Acquisitions and Takeovers Act 1975 (the Act) and conditions 2, 3 and 4 as soon as practicable after completion of the dual listed merger of Brambles Industries Limited and Brambles Industries plc.

The conditions will have effect indefinitely subject to amendment of the Act or any revocation or amendment by the Treasurer.