ALS : Commencement of Dispatch of Bidders Statement

asx/media release

For personal use only

6 July 2022

Takeover bid by Australian Laboratory Services Pty. Ltd. for HRL Holdings Limited

Commencement of dispatch of Bidder's Statement

ALS Limited (ASX: ALQ) advises that its wholly-owned subsidiary, Australian Laboratory Services Pty. Ltd., has today commenced sending its bidder's statement dated 1 July 2022 (Bidder's Statement) (which contains an offer dated 6 July 2022) in relation to its off-markettakeover bid for all of the ordinary shares in HRL Holdings Limited (ASX: HRL) that it does not already own.

As required by section 633(1C) of the Corporations Act 2001 (Cth) (as inserted by ASIC Class Order [CO 13/521]), a copy of the Bidder's Statement (including the offer document) being sent to offerees is attached.

Approved for release by the Company Secretary.
-ENDS-
For further information please contact:
Investor Relations	Media
Cameron Sinclair	Lauren Thompson
[phone]	[phone]
[e-mail]	[e-mail]
	Celia Moore
	[phone]
	[e-mail]

About ALS Limited

ALS is a global Testing, Inspection & Certification business. The company's strategy is to broaden its exposure into new sectors and geographies where it can take a leadership position.

About HRL Holdings Limited

HRL provides sampling, laboratory testing, and data management services across Australia and New Zealand.

alsglobal.com

For personal use only

Bidder's Statement

for an unconditional off-market takeover offer by Australian Laboratory Services Pty. Ltd.

(ACN 009 936 029)

(a wholly-owned Subsidiary of ALS Limited

(ACN 009 657 489))

to acquire all of your fully paid ordinary shares in HRL Holdings Ltd

(ACN 120 896 371)

for $0.16 cash for every HRL Share you hold

ACCEPT the Offer

The HRL Directors have unanimously recommended that you accept the Offer, in the absence of a Superior Proposal and subject to an Independent Expert (if engaged by HRL) not determining that the Offer is neither fair nor reasonable

This is an important document and requires your immediate attention.

If you are in any doubt as to how to deal with this document, you should consult your Broker or financial, legal or other professional adviser as soon as possible.

You should call 1300 229 418 (within Australia) or [phone] (outside Australia), Monday to Friday between 9.00am and 5.00pm (Sydney time), if you have any questions.

Corporate Adviser

Legal Adviser

For personal use only

Important information

This is a Bidder's Statement given by Australian Laboratory Services Pty. Ltd. (ACN 009 936 029) (ALSPL) under Part 6.5 of Chapter 6 of the Corporations Act in relation to the Offer. ALSPL is a wholly-owned Subsidiary of ALS Limited (ACN 009 657 489) (ALS). Unless the context indicates otherwise, references to ALS in this Bidder's Statement are a reference to ALSPL and ALS together. This Bidder's Statement is an important document and should be read in its entirety before deciding whether to accept the Offer.

This Bidder's Statement is dated 1 July 2022 and includes an Offer dated 6 July 2022 on the terms set out in this Bidder's Statement.

ASIC and ASX

A copy of this Bidder's Statement was lodged with ASIC and ASX on 1 July 2022. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Bidder's Statement.

Investment decision

The information contained in this Bidder's Statement does not constitute financial product advice and this Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each HRL Shareholder. You should seek independent financial and taxation advice before making the decision whether or not to accept the Offer.

Forward looking statements

This Bidder's Statement may contain forward looking statements, which have not been based solely on historical facts, but are rather based on ALSPL's current expectations about future events. Such statements are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors many of which are beyond the control of ALSPL. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement.

None of ALSPL, ALS, their officers or any person named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement make any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any such statement.

The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.

Information on HRL

HRL is listed on ASX and is obliged to comply with the continuous disclosure requirements of ASX. Information on HRL may also be obtained from HRL's website at https://hrlholdings.com and the ASX website at www.asx.com.au.

The information on HRL has been prepared by ALSPL using publicly available information as at the date of this Bidder's Statement. ALSPL has not had the opportunity to independently verify the information about HRL contained in this Bidder's Statement. Neither ALSPL nor ALS make, to the maximum extent permitted by law, any representation or warranty (express or implied), nor assume any responsibility, as to the accuracy or completeness of such information. The information on HRL in this Bidder's Statement should not be considered to be comprehensive.

For personal use only

Privacy collection statement

Personal information relating to your HRL Shares has been collected by ALSPL in accordance with its rights under the Corporations Act. ALSPL will share this information on a confidential basis with its advisers, service providers and regulators such as ASIC and the Australian Taxation Office when necessary for the purposes of the Offer. ALSPL and its advisers and service providers will use the information solely for purposes relating to the Offer. You can contact the Offer Information Line if you have any queries about the privacy practices of ALSPL.

Notice to foreign shareholders

The distribution of this Bidder's Statement may in some countries be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of and observe those restrictions. This Bidder's Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer.

Time

Unless indicated otherwise, all references to time in this Bidder's Statement are to Sydney, Australia time.

Defined terms

A number of defined terms are used in this Bidder's Statement. The definitions are in Section 11. All references to $ refer to Australian dollars, except where otherwise stated.

Maps and diagrams

All maps and diagrams appearing in this Bidder's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables in this Bidder's Statement is based on information available to ALSPL as at the date of this Bidder's Statement.

Further information

If you have any questions about the Offer or how to accept the Offer, you should call the Offer Information Line on 1300 229 418 (within Australia) or [phone] (outside Australia), Monday to Friday between 9.00am and 5.00pm (Sydney time).

For personal use only

Table of contents

1. Summary of the Offer
2. Why you should accept the Offer
3. Frequently asked questions
4. Information about ALSPL and ALS
5. Information about HRL
6. Funding
7. ALS' intentions in relation to HRL
8. Australian tax considerations
9. Additional information
10. Offer terms
11. Definitions and interpretation
12. Approval of Bidder's Statement
    CORPORATE DIRECTORY

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