NO.055

Foreign Investment Approval

of Brambles Industries Limited-GKN Plc Merger

Under the Foreign Acquisitions and Takeovers

Act 1975 (the Act) I today approved arrangements for Brambles Industries

Limited (Brambles) and GKN plc (GKN) to merge their support services businesses

into a Dual Listed Company structure (DLC).

The merger will create a leading global support

services group to be known as Brambles Industries.

The approval is conditional upon the observance

of a number of undertakings that have been provided by Brambles.

Brambles and GKN are already joint venturers in

a number of industrial services businesses around the world. Each also conducts

separate industrial services businesses. GKN also conducts a number of unrelated

automotive, engineering and aerospace businesses.

Before establishing the DLC, GKN will, via a new

holding company, undertake a de-merger of its support services activities into

Brambles Industries Plc (Brambles UK), to be listed on the London Stock Exchange.

The businesses to be de-merged are GKN’s existing 50 per cent interest in the

CHEP and CLEANAWAY joint ventures with Brambles in Europe and the Americas and

its wholly owned subsidiaries, CHEP South Africa, Interlake Material Handling

and Meineke Discount Muffler Shops.

Following the de-merger, Brambles (UK) will combine

with Brambles through the creation of the DLC. Under the DLC structure, Brambles

and Brambles UK would operate as if they were a single economic enterprise (with

a single management and Board of Directors) while remaining separate legal entities.

The undertakings provided by Brambles, observance

of which is required by the conditional approval, are contained in the Attachment.

This decision will ensure the Brambles Group continues

a strong Australian focus with its headquarters located in Australia.

MELBOURNE

26 July 2001

Contact: Grahame Crough (Department of Treasury)

Ph: (02) 6263 3834

ATTACHMENT

Brambles’ undertakings, observance of which

Act 1975:

1. That Brambles Industries Limited remains an

Australian resident company, incorporated under the Corporations Act

and listed on the Australian Stock Exchange under the name “Brambles Industries

Limited”;

2. The headquarters of Brambles Industries Limited

and the global headquarters of the Dual Listed Group are to be in Australia

and publicly acknowledged as being in Australia in significant public announcements

and in all public documents (as that term is defined in section 88A(1)(a) of

the Corporations Act);

3. That both the Chief Executive Officer and Chief

Financial Officer of the Dual Listed Group have their principal place of residence

in Australia;

4. The Board of Directors of Brambles Industries

Limited is elected in accordance with the procedures in the proposal or in accordance

with procedures approved by the Treasurer; and

5. That if Brambles Industries Limited wishes

to act differently to these conditions, it seeks and obtains the prior approval

of the Treasurer.

Interpretation

(i) For the purposes of these conditions a reference

to”Brambles Industries Limited” means Brambles Industries Limited,

ACN 000 129 868.

(ii) The “global headquarters” of the

Dual Listed Group will be taken to be in Australia if, and only if, both the

Chief Executive Officer and the Chief Financial Officer of the Dual Listed Group

(i.e. Brambles Industries Limited and Brambles Industries plc) are based in

Australia and have their principal offices and key supporting functions in Australia.

In addition, the centre of administrative and practical management of Brambles

Industries Limited must be in Australia and Brambles Industries Limited’s corporate

head office activities, of the kind presently carried on in Australia, must

continue to be carried on in Australia.

Brambles Industries Limited must comply with conditions

1 and 5 immediately upon receipt of notice of the decision in accordance with

subsection 25(1B) of the Foreign Acquisitions and Takeovers Act 1975

(the Act) and conditions 2, 3 and 4 as soon as practicable after completion

of the dual listed merger of Brambles Industries Limited and Brambles Industries

plc.

The conditions will have effect indefinitely subject

to amendment of the Act or any revocation or amendment by the Treasurer.