Maryborough Sugar Factory Limited : Second Supplementary Bidders Statement

Baker & McKenzie

AMP Centre

Level 27

50 Bridge Street

Sydney NSW 2000

Australia

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& Africa

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31 January 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: [phone]

Fax: [phone]

DX: 218 SYDNEY

www.bakermckenzie.com

By electronic lodgement

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*Associated firm

Takeover Bid by Mitr Siam International Pte. Ltd for MSF Sugar Limited

Second Supplementary Bidder's Statement

We refer to the off-market takeover bid by Mitr Siam International Pte. Ltd (Mitr
Siam) for all the ordinary shares in MSF Sugar Limited ABN 11 009 658 708 (MSF).
In accordance with paragraph 647(3)(b) of the Corporations Act 2001 (Cth), we attach a copy of Mitr Siam's Second Supplementary Bidder's Statement dated 31 January
2012, which is supplementary to the original Bidder's Statement dated 2 December
2011 and the first Supplementary Bidder's Statement dated 9 January 2012.
The Second Supplementary Bidder's Statement was lodged with the Australian
Securities & Investments Commission and sent to MSF.
Yours faithfully,
BAKER & MC. KENZIE
Mark McNamara
Partner

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

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Second Supplementary Bidder's Statement

made by

Mitr Siam International Pte. Ltd

1. Introduction

1.1 About this document

This document is a supplementary bidder's statement dated 31 January 2012 made by Mitr Siam International Pte. Ltd (Mitr Siam) under section 643 of the Corporations Act 2001 (Cth) (Corporations Act) (Second Supplementary Bidder's Statement).
This Second Supplementary Bidder's Statement supplements, and is to be read together with, Mitr Siam's Bidder's Statement dated 2 December 2011 (Bidder's Statement) and Mitr Siam's first Supplementary Bidder's Statement dated 9 January 2012 (First Supplementary Bidder's Statement).

1.2 Important notices

A copy of this Second Supplementary Bidder's Statement was lodged with ASIC on 31
January 2012. Neither ASIC nor any of its officers takes any responsibility for the contents of this Second Supplementary Bidder's Statement.
This Second Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Bidder's Statement or the First Supplementary Bidder's Statement.

1.3 Defined terms

Words defined in the Bidder's Statement have the same meaning in this Second
Supplementary Bidder's Statement, unless the contrary intention appears.

2. Institutional Acceptance Facility

2.1 General

Mitr Siam has established an institutional acceptance facility (Facility) in relation to the Offer. The Facility is only open to MSF shareholders who are both professional investors (as defined in section 9 of the Corporations Act) and who hold at least 100,000 MSF shares (Eligible Shareholders). MSF shareholders who are not Eligible Shareholders cannot participate in the Facility.
Mitr Siam recognises that some Eligible Shareholders may be unable to accept the Offer,
for example, by reason of their investment mandates, until the Offer becomes or is declared unconditional. Accordingly, Mitr Siam has established the Facility to enable Eligible Shareholders to indicate their intentions to accept the Offer.
Pacific Custodians Pty Limited (Facility Operator) will operate the Facility.

2.2 Operation of the Facility

The Facility will operate in the following way:
(a) Eligible Shareholders may lodge acceptance instructions (Acceptance Instructions)

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with the Facility Operator, in the form of either Acceptance Forms or directions to its custodian (Custodian Directions) to accept the Offer that demonstrate their intention to accept the Offer, together with a form appointing Pacific Custodians Pty Limited to act as the Facility Operator.
(b) The Facility Operator will hold the Acceptance Instructions subject to a bare trust and will not acquire a relevant interest in any of the MSF shares the subject of the Acceptance Instructions.
(c) The Facility Operator must deliver: (i) the Acceptance Forms to:
(A) in the case of Issuer Sponsored Holdings, Link Market Services
Limited (as Mitr Siam's share registry) (Link); or
(B) in the case of CHESS Holdings, either Link or the relevant
Controlling Participant; and
(ii) the Custodian Directions to the relevant custodian,
if and when the Facility Operator receives written notice from Mitr Siam
(Confirmation Notice) that:
(i) Mitr Siam has declared the Offer free from all conditions that have not been fulfilled or waived;
(ii) Mitr Siam has announced to ASX that on a certain date (being no more than
15 days from the date of the announcement) Mitr Siam will declare the Offer free from all conditions that have not been fulfilled or waived (Announcement); or
(iii) Mitr Siam will make the Announcement to ASX as soon as all the delivered Acceptance Instructions are validly implemented or processed (as appropriate).
Eligible Shareholders are able to withdraw their Acceptance Instructions at any time prior to the Facility Operator receiving the Confirmation Notice from Mitr Siam.
A copy of the appointment of the Facility Operator will be provided to certain Eligible
Shareholders and may also be requested from the Facility Operator by phone on 1800 622
202 (toll free for callers within Australia) or [phone] (callers outside Australia).

2.3 Disclosure of Acceptance Instructions

Before 9.00am (Sydney, Australia time) on each Business Day, the Facility Operator will inform Mitr Siam of the number of MSF shares in respect of which Acceptance Instructions have been received as at 7.30pm (Sydney, Australia time) on the previous Business Day.
Following receipt of this information from the Facility Operator, Mitr Siam will disclose this information to ASX by 9.30am (Sydney time) on the Business Day following any movement of at least 1% in the aggregate of the percentage of MSF shares subject to the Facility and the percentage of MSF shares in which Mitr Siam and its associates has a relevant interest, together with a breakdown of the aggregate amount between those two categories.

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2.4 Consent

The Facility Operator has given, and has not at the date of this Second Supplementary Bidder's Statement withdrawn, its written consent to being named in this Second Supplementary Bidder's statement.

3. Directors' authorisation

This Second Supplementary Bidder's Statement was approved by a resolution of the
Directors of Mitr Siam on 27 January 2012.
Signed for and on behalf of Mitr Siam International Pte. Ltd
Krisda Monthienvichienchai
Director
Mitr Siam International Pte. Ltd

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