Macquarie Bank Limited

Overview

Macquarie Industrial Management Limited (MIML), the responsible entity of the Macquarie Industrial Trust (MIP), and Goodman Hardie Management Australia Limited (GHMAL), the responsible entity of the Goodman Hardie Industrial Property Trust (GHP), today announced an agreement to merge the two industrial property trusts to create the largest listed industrial property trust in Australia with assets of over $1billion.

In addition, Macquarie Bank Limited (Macquarie) announced it has acquired an 8.2 per cent, $40 million investment in GHP signalling its support for the merger. The placement funds will be used initially to reduce gearing and will then be redrawn to fund accretive developments in the merged vehicle.

Macquarie has also acquired, for $3.5 million, an interest of approximately 10 per cent in Triden Corporation Limited (TRC), the ASX-listed parent entity of GHMAL.

Separately, Macquarie and TRC have entered into an agreement to merge the management teams of the two trusts. Under this agreement, Macquarie will become a 40 per cent shareholder in TRC through an investment of $9.5 million and the sale to TRC of MIML. The initial stage of this investment has been completed today through the $3.5 million placement in TRC previously referred to.

Under the proposal, the merged trust will be known as the Macquarie Goodman Industrial Trust and it is proposed that TRC will be renamed Macquarie Goodman Management Limited.

It is anticipated that the merger will create Australia-s largest industrial trust and will combine the two highly regarded and proactive management teams of Macquarie and GHMAL.

Under the proposal, MIP unitholders will be offered 0.81 GHP units for each MIP unit held. Based on the closing price of GHP units on 10 August 2000 of $1.28, this offer represents a price for MIP units of $1.04, a premium of more than 7% over the MIP volume weighted average price for the last twelve months. MIP unitholders will also derive a benefit from a potential re-rating of the merged entity which is expected to deliver a price appreciation of between 2% and 6% based on a closing price of $1.04 on 10 August 2000.

GHP unitholders will benefit from a potential re-rating of the merged entity which is estimated to provide a positive price impact of between 2% and 6% based on a closing price of $1.28 on 10 August 2000. In addition, GHP unitholders are forecast to benefit from an increase in their distribution per unit by more than 10% based on proforma 2001 forecasts.

David Clarke, chairman of Macquarie Bank Limited and Chairman of Macquarie Industrial Management Limited has been nominated to become chairman of TRC after the relevant meetings to approve the merger.

"The merger of the listed trust vehicles and of the two strong management teams provides unitholders of both MIP and GHP with very significant benefits, including enhanced returns and an investment in a quality portfolio of over $1billion of industrial property, primarily in New South Wales and Victoria.

We are very excited about this opportunity to join with TRC in growing a focussed and integrated industrial property services company. The merged trust and Triden will have approximately $1.4 billion of industrial property assets under management or development and this will provide Triden with a significant competitive advantage in the industrial property and business park sector", Mr Clarke said.

Greg Goodman, Executive Director of GHMAL said today:

"It is also particularly pleasing that we have simultaneously been able to deliver a proposal which enhances significantly the value for both GHP and MIP unitholders and allows them to maintain their involvement in a leading sector specific industrial fund with a high and growing yield. The merged industrial trust will be renamed Macquarie Goodman Industrial Trust and will be the largest listed industrial property trust".

Chris Wren, acting CEO of Bridges Financial Services Group, whose clients are the largest investors in GHP, said:

"This is an excellent result for investors and it has our strong support. As investors in the IPO of GHP, we look forward to continuing our association with a sector specific investment which has provided our clients with very good returns".

MIML Chief Executive James Hodgkinson will join Executive Director Greg Goodman and GHMAL General Manager David van Aanholt in management of the merged trust. David Clarke will be joined by Macquarie Property Division Chairman, Bill Moss and two additional independent directors nominated by Macquarie, James Kennedy and Michael Easson.

It is intended that the merged entity will adopt a performance-based management fee structure equivalent to that currently employed by MIP and approved at a meeting of MIP unitholders in April 2000.

Expected Benefits from the Merger

Key benefits of the merger for unitholders include:

• Creation of the largest listed industrial trust by total assets (over $1 billion) and market capitalisation (over $800 million);

• a 7% premium to MIP-s twelve month weighted average unit price;

• DPU growth for GHP unitholders in 2001 of 10.3% to 11.8 cents per unit from 10.7 cents per unit;

• Potential price appreciation for GHP unitholders to between $1.31 to $1.36, assuming a trading yield of between 8.7% and 9.0%;

• Marginally DPU decretive for MIP unitholders (approximately 1% in 2001 and 2002) but expected unit price appreciation through the forecast lower trading yield;

• Potential price appreciation for MIP unitholders to between $1.06 to $1.10, assuming a trading yield of between 8.7% and 9.0%;

• Combination of two highly regarded and specialised industrial property management teams;

• Adoption of a performance based management fee structure;

• Improved tenant and geographic diversity of the property portfolio; and

• Substantially enhanced liquidity for unitholders with an increase in ASX index weighting from 1.1% to 2.4%.

Implementation

Unitholder meetings for MIP and GHP to obtain approval for the merger are scheduled for late October 2000. Details of the meeting date as well as a copy of the Explanatory Memorandum (including Independent Experts Report) and Proxy Form will be forwarded to unitholders in due course.

The merger proposal and sale of MIML will be subject to certain other conditions, including approval by TRC-s shareholders. TRC shareholders will be notified shortly as to details of the shareholder meeting.

FOR FURTHER INFORMATION CONTACT:

Macquarie:	Goodman Hardie:
Mr David Clarke	Mr Greg Goodman
Chairman	Executive Director
Macquarie Industrial Management Limited	Goodman Hardie Industrial Property Trust
02 8232 3410	02 9230 7400
Mr James Hodgkinson	Mr David van Aanholt
Chief Executive Officer	General Manager
Macquarie Industrial Management Limited	Goodman Hardie Management Australia Ltd
02 8232 6514	02 9230 7400

Mr Tim Bishop
Director
Corporate Finance Group
Macquarie Bank Limited
02 8232 7005

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