Sekisui Chemical – Ausbuild

WA-60047

Sekisui Chemical Co., Ltd. (**Sekisui Chemical**) (through Sekisui Heim Australia Ac Pty Ltd, established for the purpose of the transaction) will, under a Share Sale Agreement, acquire 51% of the issued shares in each of Matthew Loney Ausbuild Pty Ltd, Michael Loney Ausbuild Pty Ltd and Matthew Bell Ausbuild Pty Ltd (collectively, the **Target Companies**) (the **Acquisition**). The Target Companies are each a holding entity which ultimately hold shares in Ausbuild Group Pty Ltd (**Ausbuild**). Sekisui Chemical is a Japanese company listed on the Tokyo Stock Exchange. Its main businesses are the development and manufacturing of a wide range of advanced materials for electronics, motor vehicles, industrial and research equipment, and buildings and infrastructure. The extent of Sekisui Chemical's operations in Australia is limited to manufacturing and supplying: * spiral pipe rehabilitation technologies for civil application; and * cross-linked polyolefin foam for use in construction, industrial and manufacturing applications, and to a lesser extent, as insulation in residential construction. The main business activities of Ausbuild and its subsidiaries are to acquire land for development of primarily detached houses, to construct houses and to sell them to homebuyers. As part of the Acquisition, the sellers of the shares will continue to hold 49% of the issued shares in the Target Companies, subject to a Call and Put Option Deed (**Option Deed**). Under the Option Deed: * the Sekisui Heim Australia Ac Pty Ltd will have a Tranche 1 call option, and each seller a corresponding Tranche 1 put option, entailing transfer of shares in the Target Companies to the Sekisui Heim Australia Ac Pty Ltd (to hold 90%); and * each seller will have a Tranche 2 put option requiring the Sekisui Heim Australia Ac Pty Ltd to acquire the remaining shares held by that seller in any target company, exercisable from the later of the fifth anniversary of  Share Sale Agreement completion or the date of Tranche 1 option exercise.