MPH Limited to proceed to compulsory acquisition

Document date:  Thu 08 Mar 2001
Published:  Thu 08 Mar 2001 08:55:26
Document No:  174119
Document part:  A
Market Flag:  Y
Classification: 

AVJENNINGS HOMES LIMITED                      2001-03-08  ASX-SIGNAL-G

HOMEX - Melbourne                                                     

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The Board of Directors of MPH Limited ("MPH") today resolved to
proceed to compulsorily acquire ("the Compulsory Acquisition") all of
the AVJ shares and AVJ options which it does not already own ("AVJ
shares" and "AVJ options", respectively) under Part 6A.2 Division 1
of the Australian Corporations Law.

Under the Compulsory Acquisition:

* AVJ shareholders will receive A$0.69 for each AVJ share to be
acquired; and 
* AVJ option holders will receive A$0.13 for each AVJ option to be
acquired.

As required by the Australian Corporations Law, an independent
expert's report has been prepared by Ernst & Young Corporate Finance
Pty Limited ("Ernst & Young") in connection with the Compulsory
Acquisition. In the opinion of Ernst & Young, the sums to be received
by the relevant AVJ shareholders and AVJ option holders ("remaining
AVJ shareholders and AVJ option holders") pursuant to the Compulsory
Acquisition of the AVJ shares and AVJ options represent "fair value"
for the securities concerned.

In its report, Ernst & Young concluded that the "fair value" of the
AVJ shares was in the range of A$0.64 to A$0.71 and the "fair value"
of the AVJ options was in the range of A$0.08 to A$0.15.

MPH will shortly be dispatching a letter to all remaining AVJ
shareholders and AVJ option holders explaining the Compulsory
Acquisition process and enclosing the various documents that MPH is
required to provide to them under the Australian Corporations Law
which will include Ernst & Young's report as an independent expert.

The Compulsory Acquisition is subject to section 664A(3) of the
Australian Corporations Law.

On 31 May 2000, MPH made a takeover offer for all the shares in AVJ
which it did not already own. In addition, MPH had also made separate
offers for all the options granted by AVJ pursuant to the AVJ
employee Share Option Scheme which existed at that date.

MPH currently has a relevant interest in 95.8% of the issued share
capital of AVJ.

M Lim Sing Hok 
COMPANY SECRETARY