Overseas investment decision for case 200810098 - Pacific Equity Partners Fund IV entities

1. An overseas investment in significant business assets, being the Applicant's acquisition of rights or interests of not less than 13,500,000 shares and not more than 17,250,000 shares in A&R Whitcoulls Group Holdings Pty Limited; and
2. Not less than 40,500,000 and not more than 51,750,000 convertible notes issued by A&R Whitcoulls Group Holdings Pty Limited conferring the right to convert into one share per note.

Various Pacific Equity Partners (PEP) entities comprise Pacific Equity Partners Fund IV (PEP Fund IV).

PEP Fund IV is managed by Pacific Equity Partners Pty Limited. The Applicant has entered into a subscription agreement (Agreement) to subscribe for up to all the ordinary shares and convertible notes to be issued by ARW. Upon request by the Applicant ARW will issue the securities where the subscription will be set off against the full or partial repayment of a loan to ARW.

Pacific Equity Partners Pty Limited's main purpose is to advise funds on investment and business where it identifies opportunities to earn a superior return for its investors and views the proposed issue as a sound investment for PEP Fund IV. Pacific Equity Partners Pty Limited does not have a specific industry focus but evaluates a wide range of prospective acquisitions where careful use of leverage in the capital structure, supported by a clear strategy for improving the business, combine to provide an attractive investment.

The overseas investment transaction has satisfied the criteria in section 18 of the Overseas Investment Act 2005.