Maryborough Sugar Factory Limited : Mitr Siam International Reaches 90% Threshold

February 21, 2012 at 09:18 pm EST

MarketScreener.com By The editorial team

Baker & McKenzie

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22 February 2012

The Manager

Company Announcement Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam,

ABN 32 266 778 912

Postal Address: PO Box R126

Royal Exchange NSW 1223

Australia

Tel: +61 2 9225 0200

Fax: +61 2 9225 1595

DX: 218 SYDNEY

www.bakermckenzie.com

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*Associated firm

Takeover Bid by Mitr Siam International Pte. Ltd for MSF Sugar Limited Notice under s671B(1)(b) of the Corporations Act

On behalf of Mitr Siam International Pte. Ltd (Mitr Siam), and in accordance with paragraph 671B(1)(b) of the Corporations Act 2001 (Cth), please find attached a Form

604 - Notice of change of interests of substantial holder in relation to Mitr Siam's off- market takeover bid for all the ordinary shares in MSF Sugar Limited ABN 11 009 658

708.

Yours faithfully,

BAKER & MC. KENZIE

Mark McNamara

Partner

Baker & McKenzie, an Australian Partnership is a member of Baker & McKenzie International, a Swiss Verein

1595618-v1SYDDMSAUSCCG

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To: Company

MSF Sugar Lmited (MSF)

Name/Scheme

ACN/ARSN 009 658 708

1. Details of substantial holder (1)

Name Mitr Siam International Pte. Ltd (Mitr Siam) ACN (if applicable) N/A

This notice is also given by Mitr Siam on behalf of Mitr Phol Sugar Corp. Ltd and each of its

associates listed in Annexure "A" (collectively, the Associates) and the Vongkusolkit family who owns 100% of the shares in Mitr Phol Sugar Corp. Ltd through Mid-Siam Sugar Co., Ltd (collectively, the Vongkusolkit Family).

There was a change in the interests of the

substantial holder on : See Annexure B and Annexure C The previous notice was given to the

company on 17 February 2012

The previous notice was dated 17 February 2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities (4)	Previous notice	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	61,434,989	88.72%	63,480,157	91.27%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest or the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change

Person whose relevant interest changed

Nature of change (6)

Consideration given in relation to change (7)

Class and number of securities affected

Person's votes affected

See

Annexure B

Mitr Siam

Acquisition of relevant interests pursuant to acceptances of offers (each an Offer) dated 12

December 2011 made under

Mitr Siam's off-market takeover bid for all the ordinary shares in MSF on

$4.45 cash for each MSF ordinary share, subject to the terms and conditions of the Offer.

See

Annexure B

See

Annexure B

1595617-v1SYDDMSAUSCCG 1 of 8

the terms and conditions set

out in Mitr Siam's bidder's statement dated 2 December

2011.

See

Annexure C

Mitr Siam

Acquisition of relevant interests pursuant to on- market transactions under item 2 of section 611 of the Corporations Act.

$4.45 for each MSF ordinary share.

See

Annexure C

See

Annexure C

See Annexure B and Annexure C

The Vongkusolkit Family and each of its Associates

Relevant interest under section 608(3) of the Corporations Act.

See Annexure B and Annexure C

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

Nature of relevant interest (6)

Class and number of securities

Person's votes

Mitr Siam

Relevant interest under subsection

608(1) of the Corporations Act.

63,480,157 ordinary shares.

63,480,157 votes.

The Vongkusolkit Family and each of its Associates

Mitr Siam

Relevant interest under subsection

608(3) of the Corporations Act.

63,480,157 ordinary shares.

63,480,157 votes.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9)

with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN (if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Mitr Siam	1 Raffles Place, #28-02, One Raffles Place, Singapore 048616
The Vongkusolkit Family	c/- Mitr Phol Sugar Corp., Ltd., 3rd Floor, Ploenchit Centre, 2 Sukhumvit Road, Klongtoey, Bangkok 10110, Thailand
Each of the Associates	See Annexure "A"

1595617-v1SYDDMSAUSCCG 2 of 8

Signature

print name Krisda Monthienvichienchai Capacity Director

sign here date 22 February 2012

1595617-v1SYDDMSAUSCCG 3 of 8

Directions

1. If there are a number of substantial shareholders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members, is clearly set out in paragraph 6 of the form.
2. See the definition of "associate" in section 9 of the Corporations Act 2001.
3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
4. The voting shares of a company constitute one class unless divided into separate classes.
5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
6. Include details of:
(a) any relevant agreement or other circumstances by which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
7. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
8. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write
"unknown".
9. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

1595617-v1SYDDMSAUSCCG 4 of 8

Annexure A

This is Annexure A of 2 pages referred to in form 604 "Notice of change of interests of substantial holder".

Signed:

Print name: Krisda Monthienvichienchai

Capacity: Director

Date: 22 February 2012

Mitr Siam and its Associates for the purposes of form 604

Mitr Siam's Associates

Address

1. Mitr Phol Sugar Corporation Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey, Bangkok 10110, Thailand

2. United Farmer & Industry Company Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey,

Bangkok 10110, Thailand

3. Mitr Kalasin Sugar Company Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey,

Bangkok 10110, Thailand

4. Mitr Phu Viang Sugar Company Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey,

Bangkok 10110, Thailand

5. Pacific Sugar Corporation Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey,

Bangkok 10110, Thailand

6. Rai Dan Chang Company Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey,

Bangkok 10110, Thailand

7. Mitr Phol Sugarcane Research Centre Company

Limited

Ploenchit Centre, 2 Sukhumvit Road, Klongtoey,

Bangkok 10110, Thailand

8. Guangxi Tuolu East Asia Sugar Company Limited