Oak TS PDF

21 April 2011
The Manager
Company Announcements Office
ASX Limited
By electronic lodgement
Dear Sir or Madam
OAKS HOTELS & RESORTS LIMITED (ASX:OAK) – TAKEOVER BID BY DELICIOUS FOOD HOLDING
(SINGAPORE) PTE LTD –TARGET’S STATEMENT
Oaks Hotels & Resorts Limited ACN 113 972 366 (Oaks) is currently the subject of a takeover offer by
Delicious Food Holding (Singapore) Pte Ltd, a wholly-owned subsidiary of Minor International Public
Company Limited (Bidder or Minor).
A copy of the Target’s Statement required by law in response to the takeover offer is attached. The Target’s
Statement has been lodged with ASIC and served on the Bidder today.
Oaks Recommending Directors strongly recommend that shareholders reject the offer for the
reasons set out in the Target’s Statement.
Yours faithfully
Doug Wong
Chairman
Encl.
Target’s Statement Oaks Hotels & Resorts Limited
TARGET’S STATEMENT
REJECT
This Target’s Statement is issued by Oaks Hotels & Resorts Limited (ABN 70 113 972 366) in
response to the off-market takeover bid by Delicious Food Holding (Singapore) Pte Ltd, a
wholly-owned subsidiary of Minor International Public Company Limited.
The Recommending Directors of Oaks Hotels & Resorts Limited

unanimously recommend that you REJECT the inadequate and
unsolicited Offer by Delicious Food Holding (Singapore) Pte Ltd, a
wholly-owned subsidiary of Minor International Public Company
Limited, to acquire all of your Oaks Shares
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you do not understand this document or you are in doubt as to how to act you should consult
your lawyer, accountant, stockbroker or other professional adviser.
If you have any queries in relation to the Offer or your Recommending Directors’ recommendation,
you can call the shareholder information line on 1300 668 902 within Australia or +612 8022 7902
from overseas, between 9.00am to 5.00pm (AEST), Monday to Friday.
Corporate Advisors Legal Advisors
Target’s Statement Oaks Hotels and Resorts
IMPORTANT INFORMATION
This target’s statement (“Target’s Statement”) dated 21 April 2011 is issued by Oaks Hotels &
Resorts Ltd (“Oaks”) under Part 6.5 Division 3 of the Corporations Act in response to the off-market
takeover offer (“Offer”) made by Delicious Food Holding (Singapore) Pte Ltd (“Bidder”), a wholly-
owned subsidiary of Minor International Public Company Limited (“Minor”), pursuant to the bidder’s
statement (“Bidder’s Statement”), which was lodged with ASIC and served on Oaks by the Bidder
on 25 March 2011, as supplemented by the supplementary bidder’s statement lodged with ASIC
and served on Oaks by the Bidder on 6 April 2011 (“Supplementary Bidder’s Statement”).
A copy of the Target’s Statement has been lodged with ASIC and the ASX on 21 April 2011.
Neither ASIC nor ASX nor any of their respective officers take any responsibility for the content of
this Target’s Statement.
The Recommending Directors recommend that you read this Target’s Statement in full and seek
independent advice if you have any queries in respect of the Offer.
Oaks’ Shareholder information
Oaks has established a shareholder information line which Oaks’ Shareholders should call if they
have any queries in relation to the Offer. The telephone number for the shareholder information
line, which is available Monday to Friday between 9.00am to 5.00pm AEST, is:
1300 668 902 (within Australia); and
+612 8022 7902 (outside Australia),
Further information relating to the Offer can be obtained from Oaks’ website at
www.oakshotelsresorts.com.
Your investment decision
This Target’s Statement, including the Independent Expert Report, and the recommendations
contained in it, should not be taken as personal financial advice, as it does not take into account
your individual investment objectives, financial or tax situation or particular needs. As such, the
Oaks Recommending Directors encourage you to seek independent professional advice before
making a decision as to whether or not to accept the Offer.
Defined terms
A number of defined terms are used in this Target’s Statement. Unless a contrary intention
appears, or the context requires otherwise, these terms are defined in section 11 of the Target’s
Statement. In addition, unless a contrary intention appears or the context requires otherwise, words
and phrases used in this Target’s Statement have the same meaning and interpretation as in the
Corporations Act.
Disclaimer regarding forward looking statements
Some of the statements appearing in this Target’s Statement, including the Independent Expert
Report, may be in the nature of forward looking statements. Statements other than statements of
historical fact may be forward looking statements. Oaks considers that it has reasonable grounds
for making all statements relating to future matters attributed to it in this Target’s Statement.
However, Oaks’ Shareholders should be aware that such statements are only predictions and are
subject to inherent risks and uncertainties in that they may be affected by a variety of known and
unknown risks, variables and other factors, many of which are beyond Oaks’ control. Those risks
and uncertainties include factors and risks specific to the industry in which Oaks operates, as well
Page i
as general economic conditions, including prevailing exchange rates, interest rates and conditions in
the financial markets. Actual events or results, values, performance or achievements may differ
materially from the results, values, performance or achievements expressed or implied in any
forward looking statement and such deviations are both normal and expected. None of Oaks, the
Directors, its officers or any person named in this Target’s Statement with their consent or any
person involved in the preparation of this Target’s Statement make any express or implied
representation or warranty as to the accuracy or likelihood of fulfilment of any forward looking
statement, or any results, values, performance or achievements expressed or implied in any forward
looking statement, except to the extent required by law. Oaks’ Shareholders are cautioned not to
place undue reliance on any forward looking statement. The forward looking statements in this
Target’s Statement, including the Independent Expert Report, only reflect views held as at the date
of this Target’s Statement. Any forward looking statement in this Target’s Statement is qualified by
this cautionary statement.
Risk factors
Oaks’ Shareholders should note that there are a number of risk factors attached to their investment
in Oaks. Section 7 of this Target’s Statement sets out further information on those risks.
Information on Minor
The information on Minor contained in this Target’s Statement has been prepared by Oaks using
publicly available information. The information in this Target’s Statement concerning Minor has not
been independently verified by Oaks. Accordingly, Oaks does not, subject to the Corporations Act,
make any representation or warranty, express or implied, as to the accuracy or completeness of
such information.
Foreign jurisdictions
The release, publication or distribution of this Target’s Statement in jurisdictions other than Australia
may be restricted by law or regulation in such other jurisdictions and persons outside Australia who
come into possession of this Target’s Statement should seek advice on and observe any such
restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws
or regulations.
This Target’s Statement has been prepared in accordance with Australian law and the information
contained in this Target’s Statement may not be the same as that which would have been disclosed
if this Target’s Statement had been prepared in accordance with the laws and regulations outside
Australia.
Maps and diagrams
Any diagrams, charts, maps, graphs and tables appearing in this Target’s Statement are illustrative
only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams,
charts, maps, graphs and tables is based on information available at the date of this Target’s
Statement.
Privacy
Oaks has collected your information from the Oaks register of Oaks’ Shareholders for the purpose
of providing you with this Target’s Statement. The type of information Oaks has collected about you
includes your name, contact details and information on your shareholding in Oaks.
Without this information, Oaks would be hindered in its ability to issue this Target’s Statement. The
Corporations Act requires the name and address of Oaks’ Shareholders to be held in a public
register. Your information may be disclosed on a confidential basis to Oaks’ related bodies
Page ii
corporate and external service providers, such as the share registry of Oaks and print and mail
service providers, and may be required to be disclosed to regulators such as ASIC and the ASX. If
you would like details of information about you held by Oaks, please contact Computershare
Investor Services Pty Limited at 117 Victoria Street, West End, Queensland 4101 or on 1300 552
270 (within Australia) or +61 7 3237 2100 (from outside Australia). A copy of Oaks’ privacy policy is
available upon request be calling Oaks Shareholding information line on 1300 668 902 (within
Australia) or +612 8022 7902 (outside Australia). The registered address of Oaks is Level 5, 26
Duporth Avenue, Maroochydore, Queensland, 4558.
Page iii
CHAIRMAN’S LETTER
Dear Oaks’ Shareholder
REJECT MINOR’S UNSOLICITED AND INADEQUATE OFFER
You should have recently received from Minor, through its wholly-owned subsidiary Delicious Food
Holding (Singapore) Pte Ltd, a Bidder’s Statement outlining an inadequate and unsolicited takeover
offer to acquire your shares in Oaks (the “Offer”).
This Target’s Statement sets out the recommendation of the Recommending Directors of Oaks in
relation to the Offer.
Recommendation
Your Recommending Directors, being all the Directors of Oaks other than Mr Yuan Lin (David) Wu,
have considered all available information including the Independent Expert Report and
unanimously recommend that you REJECT the inadequate and unsolicited Offer from Minor.
Mr Yuan Lin (David) Wu, a Director of Oaks, does not make a recommendation as, notwithstanding
repeated efforts, Oaks has been unable to contact Mr Wu in connection with making a
recommendation regarding the Offer.
Independent Expert conclusion
This Target’s Statement includes an Independent Expert Report from KPMG Corporate Finance
(Aust) Pty Ltd (“KPMG”) as Annexure A. The Independent Expert has concluded that the Offer is
NOT FAIR AND NOT REASONABLE. The Independent Expert has assessed the value of Oaks
Shares to be in the range of $0.68 to $0.79 per Oaks Share.
Reasons for the Recommending Directors’ recommendation
Your Recommending Directors consider that you should REJECT the inadequate and unsolicited
Offer for the following reasons:
1. Minor’s Offer significantly undervalues Oaks’ business:
- The Independent Expert has determined the value of Oaks Shares to be in the range of
$0.68 to $0.79 per Oaks Share and, accordingly, that the Minor Offer is NOT FAIR. The
Independent Expert has also concluded that the Offer is NOT REASONABLE.
- Oaks share price has consistently traded above the value of Minor’s Offer since the offer
period opened.
- The Offer is opportunistic and has been timed to coincide with negative impacts on the
Company’s share price arising from issues relating to potential sale of a 34.35% in Oaks
by PricewaterhouseCoopers (PwC).
- The Offer does not value the growth potential of Oaks.
2. The inadequate and unsolicited Offer does not adequately compensate shareholders
for the strategic value that Oaks represents to Minor, which the strategic benefits of
Oaks for Minor are significant, and include that Oaks:
- Is a highly respected and recognised brand in the Australian market.
- Is one of Australia’s largest Management Letting Rights (MLR) participants.
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- Has a portfolio of 4,373 apartments under management in diverse and excellent
positions.
- Has strong industry relationships which have been developed with owners and
agents marketing management rights.
- Represents significant resources and management time expended over 20 years in
developing proven systems and an operational structure that can be applied
efficiently across new properties.
3. Oaks has a strong platform for growth, represented by:

- Strong core revenue, earnings and cash flow generation.
- A competent, stable and experienced management team.
4. Alternative offers for your shares may emerge in the near term:
- Oaks’ Recommending Directors are actively canvassing alternative proposals and have
established a due diligence data room to assist with this process. The Recommending
Directors consider that there is a reasonable prospect that superior offers for your shares
may emerge in the near term.
- PwC, as receivers and managers of Centrepoint Holdings Pty Ltd and The Oaks
Apartment Management Pty Ltd, entities associated with Brett Pointon’s personal
interests, have advised that they expect to sell their significant 34.35% stake during May
2011.
- It is important to note that, if one party acquires a stake of more than 20% through the
PwC sale process, that party will be required to make a takeover offer to all shareholders
at a price that is no less than the price that it acquires the PwC controlled stake in Oaks.
5. Minor’s intentions for Oaks are not clear as, in its offer documents, Minor has not:
- Identified any concrete steps it will take to assist with the growth and management of
Oaks.
- Provided sufficient detail around its strategy to acquire “real estate assets”, which
would represent a fundamental change in Oaks’ business model. This may
significantly alter Oaks’ risk profile and hence returns to investors.
- Provided any practical detail as to what it intends to do to assist in the funding of the
Company’s capital structure.
How to reject the offer

To REJECT the Offer, you should DO NOTHING and IGNORE all documents from Minor and its
related parties.
Page v
Enquiries
If you have any enquiries in relation to this Target’s Statement or your shareholding in Oaks, please
do not hesitate to call the shareholder information line on 1300 668 902 (within Australia) or +612
8022 7902 (outside Australia).
Your Recommending Directors will update Oaks’ Shareholders with any material developments in
relation to the inadequate and unsolicited Offer. We look forward to your continued support as an
Oaks’ Shareholder.
Yours sincerely,
Doug Wong
Chairman
Oaks Hotels & Resorts Ltd
Page vi
KEY DATES
Date Bidder’s Statement lodged with ASIC 25 March 2011
Date Supplementary Bidder’s Statement lodged with ASIC 6 April 2011
Date of the Offer 8 April 2011
Date of this Target’s Statement 21 April 2011
Offer Period Closes 7:00 p.m. (Melbourne time) on 9
May 2011 (unless extended or
withdrawn)
Page vii
TABLE OF CONTENTS
1. WHY YOU SHOULD REJECT THE OFFER ................................................................... 1
2. MINOR’S STATEMENTS ABOUT OAKS ARE UNFOUNDED........................................ 9
3. FREQUENTLY ASKED QUESTIONS ABOUT THE OFFER........................................ 13
4. OAKS’ PROFILE........................................................................................................... 18
5. DIRECTOR’S INTERESTS ........................................................................................... 22
6. IMPORTANT INFORMATION ABOUT THE OFFER .................................................... 25
7. RISKS............................................................................................................................ 28
8. TAXATION INFORMATION .......................................................................................... 31
9. YOUR CHOICES ........................................................................................................... 33
10. ADDITIONAL INFORMATION .................................................................................... 34
11. DEFINITIONS AND INTERPRETATION..................................................................... 40
12. APPROVAL OF TARGET’S STATEMENT................................................................. 42
13. CORPORATE DIRECTORY........................................................................................ 43
14. ANNEXURE A – INDEPENDENT EXPERT REPORT ................................................ 44
Page viii
1. WHY YOU SHOULD REJECT THE OFFER
Minor’s Offer significantly undervalues Oaks’

Section 1.1
business.
The inadequate and unsolicited Offer does

not adequately compensate shareholders for
Section 1.2
the strategic value that Oaks represents to
Minor.
Oaks has a strong platform for growth. Section 1.3
Alternative Offers for your shares may

Section 1.4
emerge in the near term.
Minor’s intentions for Oaks are not clear. Section 1.5
Page 1
1.1 MINOR’S OFFER SIGNIFICANTLY UNDERVALUES OAKS’ BUSINESS

1.1.1 The Independent Expert has determined that the Minor Offer is not fair and not
reasonable:
The Independent Expert has assessed the value of Oaks shares to be in the range of
$0.68 to $0.79 per Oaks share.
The midpoint of this range, $0.735, is approximately 110% higher than the Minor Offer.
Oaks share price has consistently traded above the value of Minor’s inadequate and
unsolicited Offer since the offer period opened, and, as a consequence:
- Shareholders are currently able to receive significantly greater value for Oaks’ shares
on the market than under the Minor Offer.
- The Minor Offer represents a discount of approximately 27% to Oaks’ share price as
at 15 April 2011, as well as the volume weighted average share price since the Minor
Offer opened (11 April 2011 to 15 April 2011).
Oaks' Share Price
94% - 126% premium

to Minor Offer
$0.79
27% premium to $0.74
$0.68
Minor Offer
$0.44 $0.45
$0.35
Minor Offer Oaks Volume Oaks Closing Independent Independent Independent

Weighted Share Price (15 Expert Low Expert Mid Value Expert High
Average Price April) Value Value
(11 April to 15
April)
1.1.2 The Offer is opportunistic and has been timed to coincide with negative impacts on
the Company’s share price at the time:
Negative impacts on the Company’s share price include:
- The pending sale of a 34.35% stake, now held by PwC, which is looking to sell the
stake; and
- The expectation of a rights issue capital raising as part of a debt refinancing process.
The following graph shows that Oaks’ share price is yet to reflect the Company’s
improved earnings performance:
- In recent years, Oaks’ share price has trended relatively closely with reported growth
in earnings.
Page 2
- The circled region on the graph highlights that Oaks’ share price is yet to reflect the
significant earnings growth reported in Oaks’ recent half year results and recent
market update issued 15 April 2011.
Share Price Performance vs Earnings Growth
1.70 100%
1.50 80%
1.30
60%
1.10
% growth pcp
40%
$/ share
0.90
20%
0.70
0%
0.50
-20%
0.30
0.10 -40%
(0.10) -60%
Dec 08 Mar 09 Jun 09 Sep 09 Dec 09 Mar 10 Jun 10 Sep 10 Dec 10 Mar 11
Share Price (LHS) EBITDA pcp growth (RHS)
Source: Company releases, Capital IQ, 15 April 2011.
1.1.3 The inadequate and unsolicited Offer does not provide shareholders any value for the
growth potential of Oaks.
The serviced apartment industry in Australia is currently worth more than $2.2 billion, and
is in a growth phase of its life cycle due to tourism and travel growth, particularly in the
business sector for medium to long term accommodation and demand from households
in the short to medium term.
Oaks is well positioned to benefit from strong sector fundamentals given its top three
position in the Australian serviced apartment market.
Oaks’ growth strategy includes:
- Strengthening the Company’s relationships with developers and management rights
brokers, to sustain a pipeline of potential new MLR’s for evaluation;
- Continuing to convert apartments from Oaks long term letting pool into the higher
yielding short term serviced pool;
- Increasing the yield (occupancy and rate) returned by each Oaks managed property
through innovative marketing and sales programmes, capitalising on Oaks’ strong
internet presence and investing in the Oaks brand; and
- Maintaining a clear focus on well located 4 to 5 star serviced apartment properties in
high growth locations, the traditional backbone of Oaks accommodation portfolio.
Page 3
Oaks has a strong pipeline of additions to its property portfolio including organic
opportunities at existing buildings and new developments. For example, Oaks’ portfolio
comprises 4,373 units, however, there are 7,470 units in Oaks’ serviced apartment
buildings. The remaining 3,097 units represent a significant organic pipeline.
Page 4
1.2 THE INADEQUATE AND UNSOLICITED OFFER DOES NOT ADEQUATELY

COMPENSATE SHAREHOLDERS FOR THE STRATEGIC VALUE THAT OAKS
REPRESENTS TO MINOR
Minor is trying to buy an industry leader for a bargain basement price.
Minor referred to the strategic value of Oaks to Minor in the Bidder’s Statement,
including:
- Increasing Minor’s exposure to the Australian market;
- Diversifying its portfolio with respect to managed rights, management contracts and
real estate properties; and
- Using Oaks’ existing platform to drive growth into Asia.
The strategic benefits of Oaks for Minor are significant, and include the following:
- It has a highly respected and recognised brand;
- Oaks is one of Australia’s largest MLR industry participants, being the third largest
serviced apartment hotel and resort operator in Australia;
- The portfolio of 4,373 apartments under management is diverse and in excellent
positions;
- Oaks has strong industry relationships which have been developed with the owners
and agents marketing management rights; and
- Significant resources and management time has been expended over 20 years
developing proven systems and an operational structure that can be duplicated
quickly across new properties.
In addition, Minor will be able to:
- Extract cost saving synergies with its existing operations; and
- Avoid start up costs involved in establishing an industry leading platform.
Minor does NOT have:
- Any existing presence in the serviced apartment or wider hotel industry in Australia;
- A widely recognised brand name in Australia; or
- Strong MLR experience or expertise.
Page 5
1.3 OAKS HAS A STRONG PLATFORM FOR GROWTH

1.3.1 Improving revenue, earnings and cash flow generation
Revenue, earnings and cash flow have improved over the year.
Financial Performance for 1H2010 and 1H2011
11.4%
80.0
70.9
70.0 63.6
60.0
1H2010
50.0 1H2011
$m
40.0 36.9%
30.0 122.8%
19.1
20.0 14.0
7.6
10.0 3.4
-
Revenue EBITDA Operating Cash Flow
Source: Half yearly results.
Oaks recently confirmed in a release to the ASX on 15 April 2011 that its expected
EBITDA from core operations for the 2011 financial year will be in the range of $33m to
$35m, representing growth of circa 30% over the period corresponding period. Within
this range of EBITDA, approximately $2.0m of costs relate to legal, consultancy and
transaction expenses that are not expected to be recurring in the future. In addition, there
is a contingent fee, amounting to approximately $1.6m, that may become payable upon
completion of a takeover.
1.3.2 The Australian platform is industry leading
The following diagram shows the broadly based geographical spread of Oaks’ portfolio of
assets around Australia, which is industry leading and provides a strong platform for
future growth.
Page 6
Source: Company information.
1.3.3 Competent, stable and experienced management team

Notwithstanding the departure of Chief Executive Officer, Brett Pointon, the senior
executive team has continued to successfully operate on a “business as usual” basis.
This management team has many years of industry experience and has been
complemented with the recent return of Chief Financial Officer, Graeme Johnson, who
has previously worked with Oaks, and brings strong financial management and funding
competencies to the management team.
1.3.4 Governance within the Board of Directors

The Board of Directors has been strengthened with the addition of two independent
Directors, Mr Stephen Lonie and Mr Mark Gray, both of whom provide additional
business and corporate governance experience.
Page 7
1.4 ALTERNATIVE OFFERS FOR YOUR SHARES MAY EMERGE IN THE NEAR TERM
There is no reason to rush your decision, as the Recommending Directors consider that
there is a reasonable prospect that superior offers for your shares may emerge in the
near term.
Oaks’ Recommending Directors are actively canvassing alternative proposals to the
Minor offer and has established a due diligence data room to assist with this process.
PwC, as receivers and managers of Centrepoint Holdings Pty Ltd and The Oaks
Apartment Management Pty Ltd, entities associated with Mr Brett Pointon, have advised
that they expect to sell their 34.35% stake during May 2011.
Third parties may emerge and offer a higher price for this stake. It is important to note
that, if one party acquires a stake of more than 20% through the PwC sale process, that
party is required to make a takeover offer to all shareholders at a price that is no less
than the price that it acquires the PwC controlled stake. For example, if the stake is
acquired at a price higher than the current Minor offer of $0.35, then the acquirer would
be obliged to make a takeover offer to you at that higher price, which would be more
attractive than selling into the Minor offer.
1.5 MINOR’S INTENTIONS FOR OAKS ARE NOT CLEAR

Minor’s intentions for Oaks are not clear. In its Bidder Statement and Supplementary
Bidder’s Statement, Minor has not:
- Identified any concrete steps it will take to assist with the growth and management of
Oaks;
- Provided sufficient detail around its strategy to acquire “real estate assets”, which
would represent a fundamental change in Oaks’ business model, and which may
significantly alter Oaks’ risk profile, and hence returns to investors; or
- Provided any practical detail as to what it intends to do to assist in the funding of the
Company’s capital structure.
Page 8
2. MINOR’S STATEMENTS ABOUT OAKS ARE UNFOUNDED
2.1 YOU CAN RECEIVE A SUBSTANTIAL CASH PREMIUM
Minor’s claim: Oaks’ response:
“The Offer of $0.35 cash per share represents Oaks share price has consistently traded above
an attractive premium to the recent weighted the value of Minor’s inadequate and unsolicited
average price (VWAP) of shares before Minor Offer since the offer period opened.
International announced the Offer on 21 March
The Independent Expert has determined that the
2011”.
Minor Offer is NOT FAIR AND NOT
REASONABLE.
The Offer is opportunistically timed to precede
the completion of Oaks’ refinancing process and
significantly undervalues Oaks’ recent financial
performance and growth prospects.
2.2 THE OFFER GIVES YOU THE CERTAINTY OF CASH AND ELIMINATES YOUR
EXPOSURE TO RISKS ASSOCIATED WITH OAKS
“There are risks in remaining a shareholder, The Recommending Directors consider that
including the following: there is a reasonable prospect that superior
proposals may emerge in the near term.
- You may not receive a cash premium for
your Shares. PwC, as receivers and managers of Centrepoint
Holdings Pty Ltd and The Oaks Apartment
- No alternative proposal has emerged
Management Pty Ltd, have advised that they
since the Offer was announced”.
expect to sell their 34.35% stake during May
2011.
Minor may not be successful in acquiring this
stake. If a party acquires the stake at a price in
excess of $0.35, that party will need to make a
takeover offer to all shareholders at no less than
the price it acquires the stake, in accordance
with section 621(3) of the Corporations Act and
paragraph 102.44(b) of ASIC Regulatory Guide
102: Tender offers by vendor shareholders.
The Company has established a data room for
the purpose of assisting parties to develop
alternative proposals. Several parties have been
granted access to the data room.
Page 9
2.3 OAKS IS PRESENTLY IN A PRECARIOUS FINANCIAL POSITION
“Oaks is presently in a precarious financial Oaks is not in a precarious financial position.

position”.
The Company has a significantly improved
platform for growth including:
- Record earnings performance;
- Reduced debt;
- A competent, stable and experienced
management team; and
- The support of its existing financiers.
2.4 OAKS FACES SIGNIFICANT MANAGEMENT UNCERTAINTY
“Oaks faces significant management and On 11 March 2011, Oaks announced the
strategic uncertainty”. termination of Brett Pointon’s employment
contract as Chief Executive Officer.
“Consequently, the ability of Oaks to address the
issues that it is facing and implement its strategy An executive search firm has been appointed to
is unclear”. recruit a new Chief Executive Officer.
On 28 March 2011, Oaks announced the
appointment of Graeme Johnson as Chief
Financial Officer and Company Secretary.
Graeme Johnson previously held this position
from July 2009 to September 2010.
There have been no other senior executive
changes.
The management team responsible for Oaks’
improved financial performance is committed to
maintaining the Company’s growth momentum.
2.5 OAKS HAS NOT PAID DIVIDENDS IN THE LAST TWO PAYMENT PERIODS AND NO
CURRENT YEAR DIVIDEND IS EXPECTED
“Unless and until the current financing situation While Oaks has not paid dividends for the last
is resolved there is no assurance that Oaks will two periods, it has improved operational and
be able to make dividend payments”. financial performance following the adverse
impact of the global financial crisis, with record
earnings growth reported in the recent half
yearly result.
Page 10
Approximately half of the S&P / ASX Small

Ordinaries Index companies did not pay a
dividend in the last 12 months.
2.6 OAKS HAS SUBSTANTIALLY UNDERPERFORMED THE MARKET AND IT IS NOT

CLEAR HOW THIS SITUATION WILL BE ADDRESSED
“It is not clear how this situation will be Minor’s Offer is opportunistic and has been
addressed”. timed to coincide with negative impacts on the
Company’s share price, namely:
- The pending sale of a 34.35% stake, now
held by the Receivers looking to sell the
stake; and
- The expectation of a capital raising as
part of a debt refinancing process.
Oaks’ record EBITDA and net profit growth in its
recent half year result represent significant
improvement from previous periods, which were
adversely impacted by the effects of the global
financial crisis.
The Company has an improved platform for
growth.
2.7 MINOR INTERNATIONAL’S CURRENT INTEREST IN OAKS PRECLUDES ANY OTHER

PARTY FROM ACQUIRING 100% OF OAKS THROUGH A COMPETING TAKEOVER BID
WITHOUT MINOR INTERNATIONAL’S SUPPORT
“Minor International’s current interest in Oaks The Recommending Directors consider that
precludes any other party under a competing there is a reasonable prospect that superior
takeover bid from acquiring the 90% minimum proposals may emerge in the near term.
ownership threshold required under the
PwC, as receivers and managers of Centrepoint
Corporations Act to proceed to compulsory
Holdings Pty Ltd and The Oaks Apartment
acquisition”.
Management Pty Ltd, have advised that they
expect to sell their 34.35% stake during May
2011.
Minor may not be successful in acquiring this
stake. If a party acquires the stake at a price in
excess of $0.35, that party will need to make a
takeover offer to all shareholders at no less than
the price it acquires the stake, in accordance
with section 621(3) of the Corporations Act and
Page 11
paragraph 102.44(b) of ASIC Regulatory Guide

102: Tender offers by vendor shareholders.
The Company has established a data room for

the purpose of assisting parties to develop
alternative proposals.
Page 12
3. FREQUENTLY ASKED QUESTIONS ABOUT THE OFFER

Who is the Bidder?
The Bidder is Delicious Food Holding (Singapore) Pte Ltd, a wholly-owned subsidiary of Minor
International Public Company Limited. Minor is a global leisure and hospitality operator and is listed
on the Stock Exchange of Thailand.
How many Oaks Shares does Minor hold?
Minor has stated in its Bidder’s Statement that, as at the date of that Bidder’s Statement, it had a
relevant interest in 34,689,958 Oaks Shares on issue (held by its wholly owned subsidiary Lodging
Management), representing 19.96% of Oaks Shares. On 8 April 2011, Minor confirmed it now holds
a direct 19.96% ownership interest in Oaks.
What is Minor offering for my Oaks Shares?
Minor is seeking to acquire your Oaks Shares at a price of $0.35 per Oaks Share.
What choices do I have as an Oaks’ Shareholder?
As an Oaks’ Shareholder you have the choice to:
Reject the inadequate and unsolicited Offer and remain an Oaks’ Shareholder.
Sell your Oaks Shares on the ASX, which may be at a higher or lower price than the Offer
Consideration. If you wish to sell your Oaks Shares on the ASX, you should not accept the Offer
and should instruct your broker at the time you wish to sell.
Accept the inadequate and unsolicited Offer for all of your Oaks Shares.
Oaks’ Shareholders should carefully consider the Recommending Directors’ recommendation and
other important issues set out in this Target’s Statement.
What do your Recommending Directors recommend?
Your Recommending Directors recommend that you REJECT the Offer.
The reasons for your Recommending Directors’ recommendation are detailed in section 1.
If there is a change in this recommendation or any material developments in relation to the
inadequate and unsolicited Offer, Oaks will lodge a supplementary target’s statement.
Who are the Recommending Directors of Oaks?
The Recommending Directors of Oaks are all of the Directors excluding Mr Yuan Lin (David) Wu.
Mr Wu does not make a recommendation as, notwithstanding repeated efforts, Oaks has been
unable to contact Mr Wu in connection with making a recommendation regarding the Offer.
What should I do?
To follow the Recommending Directors’ recommendation to REJECT the inadequate and
unsolicited Offer, you need do NOTHING. You should disregard all documents sent to you by
Minor.
You may wish to seek independent financial, taxation or legal advice from your professional adviser
in relation to the action that you should take in relation to the Offer and your Oaks Shareholding.
Page 13
What does the Independent Expert say?

The Independent Expert has concluded that the Offer is NOT FAIR AND NOT REASONABLE. The
Independent Expert has assessed the value of Oaks Shares to be in the range of $0.68 to $0.79 per
Oaks Share.
The Independent Expert report accompanies this Target’s Statement as Annexure A.
What do the Recommending Directors intend to do with their Oaks Shares?
Each Recommending Director who holds Oaks Shares intends to REJECT the inadequate and
unsolicited Offer in relation to those Oaks Shares.
Why are the Recommending Directors recommending that I REJECT the inadequate and
unsolicited Offer?
Your Recommending Directors are recommending that you REJECT the inadequate and unsolicited
Offer for the following reasons:
The Independent Expert Report has concluded that the Offer is NOT FAIR AND NOT
REASONABLE.
Minor’s Offer is opportunistic and takes advantage of Oaks’ undervalued share price.
The Offer does not include any value for the growth potential of Oaks.
The Offer does not provide shareholders any value for the strategic value that Oaks provides
Minor.
Oaks has a significantly improved platform for growth.
Alternative offers for your shares may emerge in the near term.
Minor’s intentions for Oaks are not clear.
Full details of the reasons for your Recommending Directors’ recommendation that you reject the
inadequate and unsolicited Offer are set out in section 1.
How do I reject the Offer?
To reject the Offer, you do not need to do anything. Simply IGNORE all documents sent to you by
Minor. Do not fill in or send any documents to Minor.
How do I accept the Offer?
To accept the Offer, you must follow the instructions on page 2 of the Bidder’s Statement.
However, you should note that the Recommending Directors’ recommendation is that you REJECT
the Offer.
When do I have to make a decision?
If you wish to follow the Recommending Directors’ recommendation and REJECT the Offer, you do
not need to do anything.
If you wish to accept the inadequate and unsolicited Offer, you must follow the instructions on page
2 of the Bidder’s Statement. In this event you should consider whether you might receive more for
your Oaks shares by selling them on ASX as the recently prevailing price for Oaks shares on ASX
has been significantly higher than the Minor Offer price.
Page 14
What will happen if Minor raises its Offer Consideration?

If Minor raises its Offer Consideration, the Directors will carefully consider the revised offer and
advise you accordingly.
What happens if I accept the inadequate and unsolicited Offer and a superior offer is made
for my Shares after I accept?
If you accept the Offer, you are only able to withdraw your acceptance in limited
circumstances, namely, if Minor varies the Offer in a way that postpones, for more than one month,
the time by which it has to meet its obligations under the Offer, for example, by extending the Offer
Period for more than one month while it remains conditional.
Accordingly, if you accept the Offer, you may be unable to accept a superior offer if one arises. The
Recommending Directors consider that there is a reasonable prospect that superior offers for your
shares may emerge in the near term.
Can I be forced to sell my Oaks Shares?
You cannot be forced to sell your Oaks Shares unless Minor proceeds to compulsory acquisition of
Oaks Shares. Minor will need to acquire at least 90% of Oaks Shares, under the Offer or otherwise,
in order to exercise compulsory acquisition rights. If Minor acquires more than 90% of Oaks and
proceeds to compulsory acquisition, then you will be paid the same consideration as is payable by
Minor under the Offer.
What are the tax implications of accepting the inadequate and unsolicited Offer?
A general description of the taxation treatment for certain Oaks’ Shareholders accepting the Offer is
set out in section 8 of this Target’s Statement and section 3 of the Bidder’s Statement. You should
not rely on those descriptions as advice for your own affairs.
You should consult your professional taxation adviser for detailed taxation advice before making a
decision as to whether or not to accept the Offer for your Oaks Shares.
Can I sell my Oaks Shares on market?
You can sell your Oaks Shares on market unless you have accepted the Offer in respect of those
Oaks Shares. If you sell your Oaks Shares on market:
You will not benefit from any possible increase in the value of Oaks Shares; and
You will not benefit from any possible increase in the consideration that may be provided under
the Offer or any other offer, should one be made.
What are the conditions to the inadequate and unsolicited Offer?
The Offer is highly conditional relating to the following issues:
(a) Minor acquiring a relevant interest in at least 50.1% of Oaks Shares;
(b) None of the prescribed occurrences specified in section 652C of the Corporations Act
occurring;
(c) There being no material adverse change in respect of the financing, business, financial or
trading position, assets or liabilities, profitability or prospects of Oaks or any of its
subsidiaries taken as a whole since 31 December 2010 by an amount of $2 million or more;
(d) There being no material transactions or events of the kind specified in clause 6.1(e) of
Annexure 1 - Offer Terms of the Bidder’s Statement in respect of Oaks;
Page 15
(e) Oaks’ not becoming a party to or announcing an intention to enter into any agreement or
arrangement which is not in the ordinary course of Oaks’ business or which is on onerous
terms; or
(f) No regulatory action occurring between the announcement date of the Offer and the end of
the Offer Period in consequence or in connection with the Offer, whether judicial or
governmental other than a determination by ASIC or the Takeovers Panel, which restrains,
prohibits, delays or imposes material additional conditions on or amendments to or otherwise
materially adversely affects the Offer or requires or prevents divesture by the Bidder of any
assets of Oaks, the Bidder or otherwise.
The Offer was originally conditional on Minor receiving FIRB approval of the Offer, however,
pursuant to the announcement by Minor dated 6 April 2011, Minor has advised that FIRB approval
has been obtained.
The Offer was also subject to an equal access to information bid condition which required that Minor
be provided with all information not generally available provided by Oaks to other parties (see bid
condition 6.1(f) of Annexure 1 - Terms of Offer of the Bidder’s Statement). Pursuant to the
announcement by Minor dated 6 April 2011, Minor has advised that it has waived this equal access
to information bid condition.
The conditions are set out in full in clause 6 of Annexure 1 - Offer Terms in the Bidder’s Statement.
What happens if I accept the inadequate and unsolicited Offer and the conditions are not
satisfied?
If the Offer conditions are not satisfied and Minor has not waived the conditions by the end of the
Offer Period, your acceptance of the Offer will be void and of no effect whatsoever. You will then be
free to deal with your Oaks Shares in another way.
If the Offer conditions are satisfied or waived before the end of the Offer Period, you will be paid the
Offer Consideration by Minor.
Even where the Offer remains conditional, you cannot withdraw your acceptance before the end of
the Offer Period except in limited circumstances (see section 7).
When will I be paid if I accept the inadequate and unsolicited Offer?
If you accept the Offer, you may have to wait until the earlier of:
(a) 14 days after the Offer is validly accepted by you or, if the Offer is subject to a defeating
condition, within 14 days of the Offer becoming unconditional; or
(b) 14 days after the end of the Offer Period, provided the Offer has become unconditional,
before you will be paid. It is uncertain when the Offer will become unconditional.
How can I get updates on the Oaks Share price?
If you have access to the internet, you can receive updates by visiting the ASX website at
www.asx.com.au. If you do not have access to the internet, all major metropolitan newspapers
publish regular daily information on share prices. You can also inquire about the Oaks’ share price
by contacting a stockbroker.
Page 16
Who should I call if I have any questions?

Oaks has established a shareholder information line for Oaks’ Shareholders in relation to the Offer.
The telephone number, which is available Monday to Friday between 9.00am and 5.00pm (AEST),
is:
1300 668 902 (within Australia); and
+612 8022 7902 (outside of Australia).
Announcements made to ASX by Oaks and other information relating to the Offer can be obtained
from Oaks’ website at www.oakshotelsresorts.com.
Page 17
4. OAKS’ PROFILE
4.1 OVERVIEW
Oaks is one of Australia’s largest hotel and resort operators, operating in the 4 to 5 star
accommodation segment.
Founded in 1991 and listed on ASX in January 2006, Oaks has consolidated a market-leading
position in the fastest growing segment of the Australian accommodation market, the MLR sector.
With a 20 year proven track record in the industry, Oaks is currently the third largest serviced
apartment operator in Australia, with a 5.7% market share1.
The Company manages over 4,000 apartments across 37 properties located throughout Australia,
New Zealand and Dubai. The Company’s properties are located primarily in Australia with a few
properties in New Zealand and one property in Dubai. The following chart shows the number of
properties in each location.
Properties by Geography
15
5
4
3
1 1
QLD NSW VIC WA SA NZ Dubai
Oaks’ property portfolio is focussed on 4 to 5 star accommodation in CBD locations, which have the
advantage of higher consistent occupancy levels than regional locations.
Oaks’ overriding vision is to become Australia’s leading serviced apartment management company,
while delivering superior returns to apartment owners and shareholders, as well as providing guests
an unrivalled accommodation and service experience.
Oaks growth strategy includes:
Strengthening the Company’s relationships with developers and management rights brokers to
sustain a pipeline of potential new MLR’s for evaluation;
Continuing to convert apartments from Oaks long term letting pool into the higher yielding short
term serviced pool;
Increasing the yield (occupancy and rate) returned by each Oaks managed property through
innovative marketing and sales programmes, capitalising on Oaks’ strong internet presence and
investing in the Oaks brand; and
Maintaining a clear focus on well located 4 to 5 star serviced apartment properties in high growth
locations, the traditional backbone of Oaks accommodation portfolio.
1
IBISWorld
Page 18
4.2 OAKS HISTORICAL FINANCIAL INFORMATION

On 1 March 2011, Oaks announced its results for the 6 month period ended 31 December 2010 and
released its half year financial accounts. The Oaks half year results are available on the Oaks
website at www.oakshotelsresorts.com.au and on the ASX website at www.asx.com.au (ASX code:
OAK).
The Board also provided an update to the ASX on 15 April 2011 in regard to expected earnings to
30 June 2011.
A summary of Oaks’ financial performance for FY2008, FY2009, FY2010 and the six month period
ended 31 December 2010 is set out as follows:
Operational Revenue
EBITDA
150.0 122.0 126.4
111.6
40.0 33.5 33.2
100.0 70.9 25.3
30.0
$m
19.1
$m
20.0
50.0
10.0
- -
FY08 FY09 FY10 1H11 FY08 FY09 FY10 1H11
EBIT NPAT
28.1 20.0
30.0 24.4 14.7
15.0
20.0 15.6 14.3 9.8
$m
$m
10.0 6.0
10.0 3.9
5.0
- -
FY08 FY09 FY10 1H11 FY08 FY09 FY10 1H11
4.3 OAKS DIRECTORS

Doug Wong – Chairman (Director since: 23 August 2010)
Doug Wong is the Managing Director of China Capital Asset Management Ltd (CCAM), a Hong
Kong based private asset management company and the Australian affiliate of Yorkshire Capital
Hong Kong (Yorkshire). Yorkshire is a boutique merchant banking company incorporated in Hong
Kong with offices located in Hong Kong, Beijing, Chengdu, Shenzhen, Bangkok, New York and
Brisbane.
Doug Wong has over 30 years of experience in executive management, principle investment,
merchant banking and corporate transformation within Australia and the wider Asia-Pacific region.
Colin Archer - Non-Executive Director (Director since: 26 April 2005)
Colin Archer is the founding partner of Archer Gowland Chartered Accountants, which have
specialised in advice to the property industry and residential letting businesses for 28 years. He is
also the founding Chairman of Archers Body Corporate Management, a leading Queensland
community title administrator. Mr Archer is the founding president, and current Director of the
National Community Title Institute and the longest-serving Director of the Queensland Community
Page 19
Title Institute. Mr Archer is the Chairman of the Audit Committee.
John Cowley - Non-Executive Director (Director since: 2 November 2005)

John Cowley’s 40 year plus career in media has seen him responsible for some of the biggest
newspapers in the world before retiring from News Limited in 2001. During his career, Mr Cowley
was Chief Executive Officer of Queensland Newspapers, a founding staff member of The
Australian and he established the world’s first daily newspaper for the blind in Hong Kong in 1989.
Mr Cowley was Chairman of the Royal Women’s Hospital Children’s Research Foundation. Mr
Cowley was also Chairman of the Gold Coast Motor Events Corporation for seven years and, in
2003, was awarded the Centenary Medal for his services in motor sports. He is a member of the
Order of Australia (General Division). Mr Cowley is the Chairman of the Remuneration &
Nomination Committee.
Mark Gray - Non-Executive Director (Director since: 28 February 2011)
Mark Gray is currently an Executive Director of BDO (Qld) Pty Ltd. He is a former Chairman and
Director of Airtrain CityLink Limited, and was also formerly Office Head for Macquarie Group in
Queensland and Deputy Under Treasurer in Queensland Treasury.
Stephen Lonie - Non-Executive Director (Director since: 28 February 2011)
Stephen Lonie is currently the Chairman of The Rock Building Society Limited and a Non-
Executive Director of Corporate Travel Management Limited. He is a Chartered Accountant and
was formerly the Managing Partner of the Queensland office of the international accounting and
consulting firm, KPMG.
Brett Pointon - Non-Executive Director (Director since: 26 April 2005)
Brett Pointon founded Oaks in 1991 having a background in sales and marketing. Mr Pointon has
over 18 years’ experience in the negotiation, valuation and purchase of MLRs, liaising with bodies
corporate and owners of apartments, and managing buildings. Mr Pointon was Managing Director
of Oaks for 20 years and his appointment as Chief Executive Officer was terminated by the Board
on 11 March 2011.
Yuan Lin (David) Wu - Non-Executive Director (Director since: 9 August 2010)
David Wu is the Chairman and the Chief Executive Officer of the board of China Pacific Pty Ltd.
He is primarily responsible for the formulation of development strategies, investment and business
expansion and the legal affairs of the China Pacific Group. He also plays a key role in supervising
project planning, designing and marketing. Mr Wu has over 20 years of experience in real estate
development and management.
4.4 OAKS SENIOR MANAGEMENT

Mike Anderson - Chief Operating Officer
Mike Anderson commenced with Oaks in late 2006 and has been instrumental in leading and
delivering on key operational initiatives in the Company. As General Manager of Operations, Mike
Anderson has been responsible for transforming Operations, Sales and Marketing, Asset
Management, Human Resources and Learning and Development over the past 2 years.
Mike Anderson established the Furniture Services unit, which procures furniture for fit outs in all of
the Oaks apartments and has been responsible for a 30-50% reduction in the cost of furniture
packages.
Page 20
Graeme Johnson - Chief Financial Officer

Graeme Johnson has extensive experience within the banking and financial services sectors, most
recently as Chief Financial Officer (CFO) for Macquarie Airports. Prior to joining Macquarie,
Graeme worked for over 10 years with Westpac Banking Corporation in Australia and New
Zealand in various General Manager and CFO roles, including as CFO of BT Financial Group.
Graeme Johnson is a Fellow of the Institute of Chartered Accountants in Australia.
Graham Baskett - General Manager Body Corporates
Graham Baskett is accountable for managing relationships between hotel managers, body
corporates and strata managers. Graham has held this role for five years.
Graham Baskett was previously the Hotel Manager and Area Manager in Sydney for Oaks for
seven years.
Pauline Coles - Group Financial Controller
Pauline Coles supports the CFO in providing overall strategic financial planning and reports for the
Group, ensuring that the annual plan input is accurate and the forward objectives are realistic and
achievable.
Pauline Coles is a Chartered Accountant and holds a Bachelor of Business (Accountancy) and
Graduate Diploma ICAA.
Page 21
5. DIRECTOR’S INTERESTS
Interests of Directors in securities in Oaks
The number and description of securities in Oaks in which each of the Directors has a relevant
interest is set out in the table below:
Director Number of Shares
Doug Wong - (Recommending Director) Nil
Mark Gray - (Recommending Director) Nil
Stephen Lonie - (Recommending Director) Nil
Colin Archer - (Recommending Director) 6,386,313
John Cowley - (Recommending Director) 160,010
Brett Pointon - (Recommending Director) 1,902,304
David (Yuan Lin) Wu 381,200
As at the date of this Target’s Statement, each Recommending Director intends to REJECT the
inadequate and unsolicited Minor Offer in respect of their Oaks Shares.
Dealings by Directors in Oaks securities
Except as set out below, there have been no acquisitions or disposals of securities in Oaks by any
Director in the four months ending on the day preceding the date of this Target’s Statement:
Director Transaction type Number (ordinary Price per Name of
and date shares) security purchaser/seller
Brett Pointon Disposal, 8 April 8,689,958 $0.35 Lodging Management
2011 (Labuan) Pty Ltd (Minor
International Public
Company Limited)
David (Yuan Lin) Disposal, 1 April 1,091,783 $0.35 Off market – unknown at
Wu date of report
David (Yuan Lin) Disposal, 21 26,000,000 $0.35 Lodging Management
Wu March (Labuan) Pty Ltd (Minor
International Public
Company Limited)
David (Yuan Lin) Acquisition of 13,000 $0.29 On market
Wu shares, 9
February
Wu shares, 9
February
Wu shares, 9
February
Page 22

Wu shares, 9
February

Wu shares, 7
February

Wu shares, 4
February

Wu shares, 3
February
Interests and dealings in Minor

Neither Oaks nor any of the Directors has a relevant interest in securities of Minor or any Related
Body Corporate of Minor.
There have been no acquisitions or disposals of securities in Minor or any Related Body Corporate
of Minor by Oaks, any associate of Oaks, or any of the Directors in the four months ending on the
day preceding the date of this Target’s Statement.
Benefits to Directors
As a result of the Offer, no benefit, other than a benefit permitted by section 200F or 200G and
compulsory superannuation entitlements, has been paid or will be paid to any Director, secretary or
executive officer in connection with the loss of, or their resignation from, their office.
Oaks also has fixed term employments contracts with certain senior executives. These contracts
will require termination payments to be made by Oaks if the employment agreements are terminated
prior to the expiry of the respective terms.
Conditional agreements
No agreement has been made between any of the Directors and any other person in connection
with or conditional upon the outcome of the Offer.
Interests in contracts with Minor
On 17 March 2011, Minor, through its wholly owned subsidiary Lodging Management, entered into a
share purchase agreement with ACN 145 582 136 Pty Ltd, an entity associated with Oaks Director,
Mr Yuan Lin (David) Wu, to acquire 26,000,000 Shares, representing a 14.96% interest, for a cash
price of $0.35 per Share. This acquisition completed on 18 March 2011.
On 18 March 2011, Minor, through Lodging Management, entered into three share purchase
agreements with Oaks Director Mr Brett Pointon and entities associated with him, R.A. Pointon
Investments Pty Ltd as trustee for The R.A. Pointon Family Trust and R.A. Pointon Investments Pty
Ltd as trustee for The Pointon Family Trust, in respect of a total of 8,689,958 Shares for a cash
price of $0.35 per Share, which Minor has advised, in its announcement dated 6 April 2011, has
received FIRB approval.
Page 23
Other than as set out herein, no other Director has any interest in any contract entered into by
Minor.
Other interests of Directors
Agreements have been entered into with interests associated with Mr David (Yuan Lin) Wu for the
sale of profits associated with a Dubai property and furniture and fixtures at the property owned by
Oaks. This agreement provides support for the recoverable amount of the management letting rights
and furniture, fixture and equipment assets relating to the property at 30 June 2010. Specifically, the
agreement has the following terms:
Sale of profits earned at the property, Oaks retains risk of losses, for an initial term ending 17
June 2012, renewable thereafter for a 10 year period in exchange for $4.5 million, with $1.125
million payable on completion, the remainder bearing interest at the Bank Bill Swap Rate
(BBSY) + 2% and repayable monthly over the initial term.
Sale of furniture, fixtures and equipment at the property for consideration of $3.4 million, payable
annually over a 5 year period beginning 17 June 2012.
On this basis the Directors revised their conclusions on impairment of assets in relation to the Dubai
property and reversed the impairment charge of $10.9 million recorded in the 30 June 2010
Appendix 4E Preliminary Financial Report. Instead an amount of rent expense of approximately
$3.4 million has been recorded in the 2010 financial year in connection with this matter.
In addition, the Deeds of Sale and Assignment have not yet completed, and with the recent sale of
shareholding in Oaks by entities associated with Mr Wu to Minor Corporation, and his failure to
respond to requests by the company, the Directors are uncertain as the likely completion of these
agreements.
Due to the uncertainty surrounding the current situation, the Board notes that it may be required to
take a non cash impairment charge against the carrying value of the assets in Dubai. The current
carrying value of the assets in Dubai is approximately $5.3m.
The Directors expect the assets in Dubai to be impaired in the 30 June 2011 financial year end
accounts. The impairment charge could extend to the entire carrying value of the assets unless
circumstances change prior to finalisation of the accounts.
Oaks Apartment Management Pty Ltd, a company which former Chief Executive Officer, Brett
Pointon is a Director, owns a serviced apartment building in Townsville, M on Palmer. Oaks
currently has a licence to operate the management and letting business of M on Palmer in return for
a licence fee. In addition, Oaks undertakes various sales and marketing activities on behalf of M on
Palmer and recovers these expenses from Oaks Apartment Management Pty Ltd. Oaks also
provide information technology support to various Pointon Group operations and charges a
commercial fee for these services.
In 2009, as part of the sale of four MLR’s to Tidal Swell Pty Ltd, a syndicate of investors, the
Company granted vendor finance to a party of that syndicate, Deep Blue Resorts Pty Ltd, a
company owned by Brett Pointon’s brother. The vendor finance arrangement was approved by the
Board and funds have been loaned on commercial terms and are to be repaid within two years.
Page 24
6. IMPORTANT INFORMATION ABOUT THE OFFER

Compulsory acquisition
Minor will be able to compulsorily acquire any outstanding Oaks Shares for which it has not received
acceptances on the same terms as the Offer described in section 1 of this Target’s Statement if
during, or at the end of, the Offer Period, Minor (taken together with its associates):
Has a relevant interest in at least 90% (by number) of the Oaks Shares; and
Has acquired at least 75% (by number) of the Oaks Shares for which it has made an Offer.
If these thresholds are met, Minor will have one month from the end of the Offer Period within which
to give compulsory acquisition notices to Oaks’ Shareholders who have not accepted the Offer. The
consideration payable by Minor will be the Offer Consideration last offered under the Offer.
If Minor does not become entitled to compulsorily acquire Oaks Shares in accordance with the
above procedures, it may nevertheless become entitled to exercise general compulsory acquisition
rights under Part 6A.2 Division 1 of the Corporations Act.
Oaks’ Shareholders may challenge any compulsory acquisition, which would require the relevant
Oaks’ Shareholders to establish, to the satisfaction of a court, that the terms of the Offer do not
represent fair value for the Oaks Shares if Minor applies to the Court for approval of the acquisition.
If Oaks Shares are compulsorily acquired, Oaks’ Shareholders are not likely to receive any payment
until at least one month after the compulsory acquisition notices are sent.
Minor has indicated in its Bidder’s Statement that, if it becomes entitled to proceed to compulsorily
to acquire outstanding Oaks Shares, it intends to do so.
Minor’s intention if it receives less than 90% acceptances
The Bidder’s Statement provides that, if following the close of the Offer, Oaks becomes a controlled
entity but not a wholly-owned subsidiary of Minor, Minor intends to seek Oaks Board representation
and, subject to all applicable laws and regulatory requirements, to implement the objectives and
strategies of Minor for Oaks as outlined in clause 1.4 of the Bidder’s Statement and section 5 of the
Supplementary Bidder’s Statement.
The inadequate and unsolicited Offer is conditional
Oaks’ Shareholders should note that the Offer is subject to a number of defeating conditions and
that the Offer will lapse unless each of these conditions is either satisfied or waived prior to the end
of the Offer Period:
(a) Minor acquiring a relevant interest in at least 50.1% of Oaks Shares;
(b) None of the prescribed occurrences specified in section 652C of the Corporations Act
occurring;
(c) There being no material adverse change in respect of the financing, business, financial or
trading position, assets or liabilities, profitability or prospects of Oaks or any of its
subsidiaries taken as a whole since 31 December 2010 by an amount of $2 million or more;
(d) There being no material transactions or events of the kind specified in clause 6.1(e) of
Annexure 1 - Offer Terms of the Bidder’s Statement in respect of Oaks;
(e) Oaks’ not becoming a party to or announcing an intention to enter into any agreement or
arrangement which is not in the ordinary course of Oaks’ business or which is on onerous
terms;
Page 25
(f) No regulatory action occurring between the announcement date of the Offer and the end of
the Offer Period in consequence or in connection with the Offer, whether judicial or
governmental other than a determination by ASIC or the Takeovers Panel, which restrains,
prohibits, delays or imposes material additional conditions on or amendments to or otherwise
materially adversely affects the Offer or requires or prevents divesture by the Bidder of any
assets of Oaks, the Bidder or otherwise.
The Offer was originally conditional on Minor receiving FIRB approval of the Offer, however,
pursuant to the announcement by Minor dated 6 April 2011, Minor has advised that FIRB approval
has been obtained.
The Offer was also subject to an equal access to information bid condition, which required that
Minor be provided with all information not generally available provided by Oaks to other parties, see
bid condition 6.1(f) of Annexure 1 - Terms of Offer of the Bidder’s Statement. Pursuant to the
announcement by Minor dated 6 April 2011, Minor has advised that it has waived this equal access
to information bid condition.
The full terms of the conditions to the Offer are set out in clause 6 of Annexure A - Offer Terms of
the Bidder’s Statement.
As at the date of this Target’s Statement, Oaks is not aware of any of the remaining conditions of
the Offer having been breached.
Superior offer
If you accept the inadequate and unsolicited Minor Offer, you may forfeit the opportunity to benefit
from any better offer made by another bidder for your Oaks Shares, if such an offer eventuates.
The Recommending Directors consider that there is a reasonable prospect that superior offers for
your shares may emerge in the near term. Should another takeover offer be announced during the
Offer Period, Oaks will issue a supplementary target’s statement to Oaks’ Shareholders.
Transaction expenses
The Offer has resulted in Oaks incurring expenses that would not otherwise arise from trading in the
current financial year. These expenses are anticipated to be approximately $3.2m. These expenses
include legal, financial, including in relation to the Independent Expert Report, and tax advisers
engaged to assist in this transaction and other transaction related expenses, which will have a
negative impact on the after tax earnings in the current financial year.
Market trading
Oaks’ Shareholders who accept the inadequate and unsolicited Offer, even while the Offer is
conditional, will be giving up their rights to sell or otherwise deal with their Oaks Shares.
Payment
No payment for the Oaks Shares tendered into the inadequate and unsolicited Offer will be made
until after the Offer becomes unconditional. If the Offer becomes unconditional, you will be paid
under the Offer by the earlier of:
14 days after the valid date of your acceptance of the Offer or, if the Offer is subject to a
defeating condition when you accept the Offer, within 14 days after the contract resulting from
your acceptance of the Offer becomes unconditional; and
14 days after the end of the Offer Period, provided the Offer has become unconditional.
See page 8 and clause 5 of Annexure A - Offer Terms of the Bidder’s Statement for further details
on when you will be sent your payment from Minor.
Page 26
Taxation
Depending on their individual circumstances, Oaks’ Shareholders may realise a gain or a loss and
may incur a liability for taxation, by selling their Oaks Shares to Minor. The extent of any tax liability
will depend on each Oaks’ Shareholder’s individual circumstances. For further information refer to
section 8 of this Target’s Statement and section 3 of the Bidder’s Statement.
Oaks’ Shareholders should seek their own taxation advice having regard to their own
circumstances.
Page 27
7. RISKS
Introduction
In considering this Target’s Statement, Oaks’ Shareholders should be aware there are a number of
risks, general and specific, which may affect the future operation and financial performance of Oaks
and the value of Oaks Shares. Many of these risks are relevant to Oaks’ Shareholders today and
will be relevant to Oaks’ Shareholders who remain as Oaks’ Shareholders.
Many of these risks are outside the control of Oaks and the Oaks Board. There can be no certainty
that Oaks will achieve its stated objectives or that any forward looking statements will eventuate.
Additional risks and uncertainties not currently known to Oaks may have a material adverse effect
on Oak’s business and the following information does not purport to be, nor should it be construed
as representing an exhaustive list of the risks that may affect Oaks.
Oaks’ Shareholders should read this Target’s Statement in it entirety and carefully consider the
following risk factors in deciding whether or not to accept the Offer.
General Risks
(1) Economic conditions
Oaks may be affected by general economic conditions. Changes in the broader economic and
financial climate may adversely affect the conduct of Oaks’ operations. In particular, any sustained
economic downturn in areas where Oaks’ revenues are based on market pricing may adversely
affect Oaks’ financial performance. Changes in economic factors affecting general business cycles,
inflation, legislation and monetary and regulatory policies in Australia and overseas, as well as
changes to accounting standards, may affect the value of Oaks Shares or the performance of Oaks.
(2) Share market conditions
The value of Oaks Shares can be expected to fluctuate depending on various factors beyond the
control of Oaks and the Oaks Board, including general worldwide economic conditions, changes in
government policies, investor perceptions and movements in interest rates and stock markets.
Specific Risks
(1) Operational risks
The operations of Oaks may be disrupted by a variety of risks and hazards which are beyond the
control of Oaks. There is a risk that due to external events, such as a general fall in accommodation
demand or an increase in competition, or management practices, occupancy rates, rooms rates and
the number of apartments in letting pools may decline, which may have a material adverse impact
on Oaks’ financial performance.
(2) Tourism and business travel industry risks
A decline in the level of domestic and international tourism or business travel could have a
materially adverse effect on Oaks. Acts of terrorism, war or a potential epidemic such as the avian
virus (“bird flu”) could all result in a reduction in tourist and corporate travellers both domestically
and from overseas. These industry risks are outside the control of Oaks and Oaks’ Directors.
(3) Strata title laws
A change in the strata title laws in the places where Oaks operates its businesses could have a
materially adverse impact on the activities of Oaks.
(4) Licences
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Oaks is required to hold certain licences to operate its businesses. Any revocation or non-renewal
of those licences could have a materially adverse impact on the activities of Oaks.
(5) Contractual risks
Oaks is a party to various contracts. Whilst Oaks will have various contractual rights in the event of
non-compliance by a counterparty, no assurance can be given that all contracts to which Oaks is a
party will be fully performed by all contracting parties. Additionally, no assurance can be given that
if a contracting party does not comply with any contractual provisions, that Oaks will be successful
in securing compliance.
(6) Financing
Oaks has requirements under the terms of its financing arrangements with its lenders that requires
Oaks to complete a capital raising for an amount of $15m to be directed toward repayment of debts,
of which $6.5m has already been raised. The Company also has obligations to provide a cash back
for the outstanding Letter of Credit in relation to the Dubai lease while the matter is still in
dispute. The deadline for each of these issues has been extended to the maturity of the facilities on
30 July 2011. Until the capital raising is completed, Oaks is prevented from payment of a
dividend. Oaks’ financiers are working with the Company on the planned extension of the facilities
subsequent to a capital raising, which has been delayed due to the Minor takeover offer.
(7) Litigation risks
Oaks is involved in ongoing litigation in Dubai, Victoria and New South Wales. Oaks’ involvement in
this litigation could negatively impact on Oaks’ financial performance through increased costs,
payments for damages and reputational damage.
In particular, Oaks is currently in dispute with the landlord in Dubai in relation to the failure to
complete full handover of the building and breaches of the lease in relation to their obligations. The
landlord has claimed for outstanding rent and construction costs not paid by Oaks during the
dispute. On current forecasts, Oaks will continue to run the building at a loss for the remainder of
the lease term, with an expiry July 2013, unless a successful renegotiation of the rent is able to be
achieved.
For further information regarding material litigation in which Oaks is involved, see section 10 of this
Target’s Statement.
Risks of Offer
(1) Oaks’ Shareholders will have limited withdrawal rights with respect to the Offer, which
means that a decision to accept the Offer may be irrevocable
Once you have accepted the Offer, you have only a limited right to withdraw your acceptance of the
Offer. Under the Corporations Act, if after you have accepted the Offer and whilst it remains subject
to conditions, the Offer is varied, such as by an extension of the Offer Period, so as to postpone, for
more than one month, the time when Minor must meet its obligations under the Offer, you will be
able to withdraw your acceptance. Otherwise, you will be unable to withdraw your acceptance of
the Offer even if the market value of Oaks Shares varies significantly from their value on the date of
your acceptance of the Offer.
(2) Possible decrease in Oaks share price
The Directors cannot predict whether the share price for Oaks Shares would increase or decrease
in the absence of the Offer and movements in the share price may be caused by other
considerations.
The latest share price for Oaks Shares can be obtained from www.asx.com.au.
Page 29
(3) Taxation risks

The tax consequences and risks of the Offer depend upon the specific circumstances of each Oaks’
Shareholder.
Section 8 of this Target’s Statement and section 3 of the Bidder’s Statement specify possible tax
implications for Oaks’ Shareholders arising from the Offer. This statement is not a complete or
authoritative statement of the potential tax implications for each Oaks’ Shareholder.
Income tax and CGT liabilities of each Oaks’ Shareholder will depend upon the individual
circumstances of each such shareholder. Oaks’ Shareholders should obtain their own professional
taxation advice regarding the applicable law in respect of the Offer and neither Oaks nor any of its
officers or advisors accept any responsibility or liability in respect of any statement given in relation
to tax liability or any actual tax liability which may arise.
(4) Minimum acceptance condition
The Offer is subject to a 50.1% minimum acceptance condition.
In the event that Minor waives the minimum acceptance condition, and proceeds with the Offer,
such that Minor’s final ownership level is less than 50.1% whilst the existing shareholder base of
Oaks may have majority ownership, Minor may represent a large shareholder with a sufficient
number of Shares to influence the outcome of resolutions voted upon at general meetings of Oaks’
Shareholders.
(5) Change in control risks
Oaks has numerous MLR agreements relating to the management, letting and caretaking of various
hotels, resorts and serviced apartments and various related leases, sub-leases and licences
(“tenure documents”). Several of these MLR agreements and tenure documents require consent of
the relevant counterparty to be provided before Oaks can deal with its interests under an agreement
or a change in control may occur. Some of these MLR agreements also enable the counterparty to
terminate the relevant agreement if a change in control occurs without consent. Accordingly, there
is a risk that the change in control provisions of these material contracts may be triggered upon
Minor acquiring a controlling interest in Oaks. For further information, see section 10 of this Target’s
Statement.
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8. TAXATION INFORMATION
Introduction
The following is an outline of the principal Australian income tax consequences applicable to an
Oaks’ Shareholder who disposes of Oaks Shares under the Offer. This outline reflects the current
provisions of the Income Tax Assessment Act 1936 (Cwlth) and the Income Tax Assessment Act
1997 (Cwlth) and the regulations made under those Acts, taking into account Oaks understanding of
the current administrative practices of the Australian Taxation Office. The outline does not
otherwise take into account or anticipate changes in the law, whether by way of judicial decision or
legislative action, nor does it take into account tax legislation of countries apart from Australia.
The following outline is not exhaustive of all possible Australian income tax considerations that
could apply to Oaks’ Shareholders. In particular, the summary is only relevant to those Oaks’
Shareholders who hold their shares on capital account and it does not address all tax
considerations applicable to Oaks’ Shareholders who may be subject to special tax rules, such as
banks, insurance companies, tax exempt organisations, superannuation funds, dealers in securities,
Oaks’ Shareholders who hold the Oaks Shares on behalf of another person or Oaks’ Shareholders
who acquired their Oaks Shares as part of an employee share scheme. For Oaks’ Shareholders
who are non-residents of Australia for tax purposes, it is assumed that the Oaks Shares are not held
and have never been held, as an asset of a permanent establishment of that Oaks’ Shareholder in
Australia.
This outline does not constitute tax advice. Each Oaks’ Shareholder should consult their own tax
adviser regarding the consequences of acquiring, holding or disposing of their Oaks Shares.
Taxation on the disposal of Oaks Shares
If you accept the Offer, you will be treated as having disposed of your Oaks Shares for Australian
income tax purposes.
Australian resident Oaks’ Shareholders
You will realise a capital gain in connection with the disposal of an Oaks Share to the extent that the
amount you receive, or will receive, for the disposal of that Oaks Share is more than the cost base
of that Oaks Share. You will realise a capital loss to the extent that the amount you receive, or will
receive, is less than the reduced cost base of the Oaks Share. Capital losses can usually only be
offset against capital gains you realise in the same income year or in later income years.
The cost base of an Oaks Share should be the total amount you paid for the Oaks Share, your
acquisition costs and other costs relating to the holding and disposal of the Oaks Share, to the
extent to which you have not claimed an income tax deduction for such costs. The reduced cost
base of an Oaks Share is usually determined in a similar, but not identical, manner. There are a
number of circumstances which may result in your cost base or reduced cost base being calculated
in a different manner to that outlined in this section. We recommend that you consult your tax
adviser to confirm the cost base or reduced cost base of your Oaks Shares.
Any net capital gain should be included in your assessable income for that income year. Broadly,
your net capital gain in respect of an income year will be calculated by aggregating all of your capital
gains realised in that income year and reducing that amount by your capital losses realised in that
income year and any available net capital losses from prior years.
Oaks’ Shareholders, who are individuals, trusts or complying superannuation funds may be eligible
for discount capital gains treatment in respect of an Oaks Share if they have held that Oaks Share
for at least 12 months. Companies are not eligible for discount capital gains treatment.
Page 31
These comments will not apply to you if you buy and sell shares in the ordinary course of business,
or if you acquired the shares for resale at a profit. In those cases, any gain is generally taxed as
ordinary income. We recommend that those Oaks’ Shareholders seek their own tax advice.
Non-resident Oaks’ Shareholders
If you are not a resident of Australia for income tax purposes, you will generally not have to pay
Australian tax on any capital gain when you dispose of your Oaks Shares, unless both of the
following requirements are satisfied:
(a) You hold a “non-portfolio interest” in Oaks; and
(b) The Oaks Shares pass the “principal asset test”.
If either element is absent, any capital gain made on the disposal of your Oaks Shares should not
be subject to income tax in Australia.
You will hold a “non-portfolio interest” in Oaks if you, together with your associates, own, or owned,
throughout a 12 month period during the two years preceding the sale of your Oaks Shares, 10% or
more of, broadly, all of the shares in Oaks.
Broadly, the Oaks Shares would pass the “principal asset test” if the market value of Oaks’ direct
and indirect interests in Australian land, including leases and mining rights, is more than the market
value of its other assets at the time you accept the Offer. Detailed calculations are necessary to
determine the results of the “principal asset test”.
If you hold a “non-portfolio interest” in Oaks, you should contact Oaks to determine if the Oaks
Shares would pass the “principal asset test”.
If you buy and sell shares in the ordinary course of business, or acquired the shares for resale at a
profit, any gain could be taxed in Australia as ordinary income and not as a capital gain (subject to
any relief available under a double tax treaty that Australia has concluded with your country of
residence). Again, you should seek your own tax advice.
You should seek advice from your tax adviser as to the taxation implications of accepting the Offer
in your country of residence.
Stamp Duty
Any stamp duty payable on the transfer of Oaks Shares to the Bidder pursuant to the Offer will be
paid by the Bidder.
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9. YOUR CHOICES
As an Oaks’ Shareholder you have the choice to:
Reject the inadequate and unsolicited Minor Offer and remain an Oaks’ Shareholder;
Sell your Oaks Shares on the ASX, which may be at a higher or lower price than the Offer
Consideration depending on the prevailing market price. If you wish to sell your Oaks Shares on
the ASX you should not accept the Offer and should instruct your broker at the time you wish to
sell; or
Accept the inadequate and unsolicited Minor Offer for some or all of your Oaks Shares. In this
event you should consider whether you might receive more for your Oaks shares by selling them
on ASX as the recently prevailing price for Oaks shares on ASX has been significantly higher
than the Minor Offer price.
Oaks’ Shareholders should carefully consider the Recommending Directors’ recommendation and
other important issues set out in this Target’s Statement.
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10. ADDITIONAL INFORMATION

Other material information
The Target’s Statement is required to include all the information that Oaks’ Shareholders and their
professional advisers would reasonably require to make an informed assessment whether to accept
the Offer, but:
Only to the extent to which it is reasonable for Oaks’ Shareholders and their professional
advisers to expect to find this information in this Target’s Statement; and
Only if the information is known to any Director.
The Recommending Directors are of the opinion that the information that Oaks’ Shareholders and
their professional advisers would reasonably require to make an informed assessment whether to
accept the Offer is:
The information contained in the Bidder’s Statement;
The information contained in Oaks’ releases to ASX prior to the date of this Target’s Statement;
and
The information contained in this Target’s Statement (including the information contained in the
Independent Expert Report).
The Recommending Directors have assumed, for the purposes of preparing this Target’s Statement,
that the information in the Bidder’s Statement is accurate, unless they have expressly indicated
otherwise in this Target’s Statement. However, the Recommending Directors do not take any
responsibility for the contents of the Bidder’s Statement and are not to be taken to be endorsing, in
any way, any or all of the statements contained in it.
In deciding what information should be included in this Target’s Statement, the Recommending
Directors have had regard to:
The nature of Oaks Shares;
The matters that Oaks’ Shareholders may reasonably be expected to know;
The fact that certain matters may reasonably be expected to be known to Oaks’ Shareholders’
professional advisers; and
The time available to Oaks to prepare this Target’s Statement.
Oaks as a disclosing entity
Oaks is a disclosing entity and as such is subject to regular reporting and disclosure obligations
under the Corporations Act and ASX Listing Rules. A copy of each of these announcements may
be obtained from the ASX. Copies of announcements by Oaks can also be obtained from Oaks’
website at www.oakshotelsresorts.com.
Copies of the documents lodged with ASIC in relation to Oaks may be obtained from, or inspected
at, an ASIC office. Oaks’ Shareholders may obtain, free of charge upon request by contacting Oaks
or on the ASX website at www.asx.com.au, a copy of:
The 2010 Annual Report of Oaks;
Oaks’ constitution; and
Any document lodged by Oaks with the ASX,
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Issued securities
The total number of securities in Oaks as at the date of this Target’s Statement is as follows:
173,831,898 Oaks Shares.
Latest financial results and change of financial position
Oaks’ last published audited financial statements are for the year ended 31 December 2010 as
lodged with ASX on 28 February 2011.
Oaks has lodged an update on trading and outlook for FY2011 with ASX on 15 April 2011.
Except as disclosed in this Target’s Statement and any announcement made by Oaks since 15 April
2011, the Directors are not aware of any material change to Oaks’ financial position as disclosed in
Oaks’ audited financial statements for the year ended 31 December 2010 lodged with ASX on 28
February 2011.
ASX disclosures by Oaks since 28 February 2011
Since 28 February 2011, Oaks has made a number of announcements to ASX that may be relevant
to its financial position. A copy of each these announcements may be obtained from the ASX.
Copies of announcements by Oaks can also be obtained from Oaks’ website at
Potential impact of Offer on financing arrangements
On 29 July 2010, Oaks announced to the market that it had conditionally agreed with its financiers
to extend its current banking facilities for a further 12 months to 30 July 2011. On 2 August 2010,
Oaks confirmed the conditions for an extension had been met and that the banking facilities agreed
with its financiers had been extended for a further 12 months through to 30 July 2011.
The key covenants, as originally agreed, under the extended facilities were:
1 Interest Cover - the ratio of EBITDA to interest expense for the group on a consolidated
basis for the preceding financial quarter calculated on a rolling 12 month basis was to be:
(i) Until 31 March 2011, at least 3:0:1; and
(ii) From 1 April 2011, at least 3:50:1.
2 Gearing - the ratio of total external debt to EBITDA (calculated on a rolling 12 month basis)
was not to exceed:
(i) Until 30 December 2010: 3.40:1;
(ii) From 31 December 2010 up to and including 30 March 2011: 3.00:1;
(iii) From 31 March 2011 up to and including 29 June 2011: 2.75:1; and
(iv) From 30 June 2011: 2.50:1.
Compliance with convents is tested quarterly.
3 Dubai letter of credit - Until the dispute with the beneficiary of the Dubai letter of credit, and
landlord, is resolved to the satisfaction of the financiers, Oaks must, not later than 31
October 2010, which was subsequently extended to 30 July 2011, provide cash cover to the
financier in the amount of $7.1 million. If the letter of credit is not exercised, and the dispute
was resolved to the satisfaction of the financiers, these funds were to be released to Oaks.
4 Debt reduction – Oaks is to complete a capital raising to raise at least $15 million, to be
applied towards debt reduction, by 31 October 2010, which was subsequently extended to
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30 July 2011. If on or after 31 October 2010, subsequently extended to 30 July 2011, Oaks’
gearing ratio was not below 2.5 times, then Oaks must, on a quarterly basis, apply 75% of
excess cash flow towards debt reduction.
5 Dividends - Oaks may not, without approval of its financiers, pay a dividend if it does not
complete the equity raising. Post the equity raising, the dividend payout ratio may not
exceed 60% of net profits after tax.
Oaks has successfully negotiated extensions of these covenants with the Dubai letter of credit and
the debt reduction requirement being extended to 30 July 2011 (see ASX announcements dated 3
November 2010, 6 December 2010, 28 January 2011 and 31 March 2011 available at
www.asx.com.au).
As a result of the Minor Offer and the key conditions, the Company has currently suspended
preparations for a capital raising.
Potential impact of Offer on material contracts
Oaks has material contracts which include change in control provisions which may be triggered if
Minor is successful in acquiring control of Oaks.
Oaks advises that:
It has numerous MLR agreements relating to the management, letting and caretaking of various
hotels, resorts and serviced apartments and various related leases, sub-leases and licences
(“tenure documents”);
Several of these MLR agreements and tenure documents require consent to be provided by the
relevant counterparty before changes in control may occur; and
Some of these MLR agreements enable the counterparty to terminate the relevant agreement if
a change in control occurs without consent.
Accordingly, there is a risk that the change in control provisions of these material contracts may be
triggered upon Minor acquiring a controlling interest in Oaks.
If the change in control provisions are triggered it will give rise to the ability of the relevant
counterparty to exercise various rights, potentially including termination. If the counterparty elects to
exercise those rights it may have a material adverse affect on the assets and liabilities, financial
position and performance, profits and losses and prospects of Oaks.
Material litigation
Oaks advises that it is involved in ongoing litigation in Dubai, Victoria and New South Wales. A
summary of the current status of these proceedings, as at the date of this Target’s Statement, is set
out as follows:
(1) Dubai litigation
In June 2007, Oaks entered into a commercial joint venture involving Liwa Heights, a mixed-used
waterfront precinct based in Dubai. At that time, Dubai property prices and rental yields were
favourable. Since then, the Dubai economy has changed and the building was not, and is still not,
completed with regard to two key representations upon which Oaks entered into contracts with
Maysan Real Estate, the property owners (“Maysan”). As a result, expected rental yields have not
met Oaks’ forecasts.
Oaks and Maysan have been involved in disputes regarding the fair value of the rental payable per
annum, given that the development remains incomplete and partly unusable, and for recovery of the
outstanding service charges and outlays payable to Oaks for services provided at the building.
Page 36
The dispute was referred to the Dubai Rent Committee, with proceedings commencing in January
2010. There have been numerous meetings and adjournments over this period, with requests for
additional information and time for various reports to be prepared.
At various times, the Rent Committee has issued orders for Oaks to pay portions of the rent due
under contract. Oaks has made these payments as ordered. The Rent Committee has instructed
the parties to meet and settle the service charge issues between themselves but settlement has not
been achieved. Accordingly, the Rent Committee directive from 15 March 2011 involves the
appointment of an independent party to evaluate the rental calculation. This independent evaluation
may take anywhere up to six months and the costs will be shared equally between the parties.
Maysan holds a letter of credit in the amount of 22,500,000 AED in relation to this dispute, which
Oaks could be forced to fund if called upon by Maysan.
(2) Lonsdale litigation
Oaks Hotels & Resorts (Vic) Pty Ltd (“Oaks Victoria”) has issued three legal proceedings in the
Supreme Court of Victoria against MP Investment Nominees Pty Ltd (“MPI”) regarding issues
arising in relation to the lease of premises at 22-23 Lonsdale Street from MPI to Oaks Victoria. In
June 2010, Oaks Victoria restrained MPI from calling on bank guarantees totalling $4.1 million and
from terminating the lease and taking possession of the building. Oaks Victoria is seeking payment
of $1.4 million from MPI in respect of work done by Oaks pursuant to a reconfiguration deed. MPI
has counterclaimed, alleging breaches of the lease and the reconfiguration deed, breaches of an
alleged subdivision agreement and of representations about the strata titling of the premises. MPI is
claiming $2,606,757.
At a case management conference on 24 March 2011, it was ordered that the parties attend
mediation and that the three proceedings be fixed for trial on 1 August 2011. MPI is also seeking
security for undertakings given by Oaks. MPI asserts loss and damage of approximately $14 million
but have not provided how this amount has been calculated. No claim for such an amount has been
made in the counterclaim to date.
Settlement discussions between the parties are ongoing.
(3) Maestri and Harmony apartment litigation
Oaks has previously highlighted the zoning risk applying to a number of properties in its portfolio.
On 31 July 2009, the Sydney City Council (“Council”) commenced proceedings against Oaks Hotels
and Resorts (NSW) No 2 Pty Ltd (“Oaks NSW”) in relation to both the Maestri and Harmony
apartments in Sydney alleging Oaks was carrying out development in breach of an existing
development consent.
At the time that these proceedings were commenced, development consents had only been granted
for 24 apartments to operate as serviced apartments within the Maestri apartment complex. The
development consent applying to the rest of the Maestri apartment complex and to all of the
Harmony apartment complex prohibited the use of service apartments.
Oaks has sought development consent for serviced apartments use in both complexes. On 30
September 2010, the Court placed the Council initiated proceedings in abeyance until Oaks’
development applications had been determined.
The development applications for both buildings were initially refused, however, Oaks appealed. On
1 March 2011, the Commissioner hearing the appeals refused development consent for the Maestri
complex but granted conditional development consent for the Harmony complex for a trial period of
two years.
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Accordingly, the Council initiated proceedings have been enlivened and are set to be heard on 20
May 2011. Until the Court makes orders in these proceedings, Oaks NSW is in breach of the
existing development consent in relation to the Maestri complex.
With respect to the Harmony complex, the development consent granted on appeal is conditional
upon Oaks NSW:
(a) Modifying the building from a class 2 residential building to a class 3 serviced apartment use
in accordance with the Building Code of Australia; and
(b) Preparing and submitting a management plan to the Council for approval prior to the issue of
an occupation certificate.
Preparation of these conditions is currently underway.
Impact of the Offer on employee arrangements
Contracts for employment are not impacted by a change in control. Standard termination provisions
apply should the contract of employment be terminated.
Management Loan Share Scheme
Clause 6.5 of the Management Loan Share Plan (MLSP) provides that if a change of control event
has occurred, or is likely to occur, the Board may, in its absolute discretion, determine that the
restrictions that apply to shares issued under the plan cease to apply at a time determined by the
Board. A change of control event means a takeover bid or other offer being made to acquire
substantially all of Oaks issued shares.
Clause 4.3(b) provides that, if the Board determines that a participant's restriction period should be
reduced or waived, the participant must repay their loan balance prior to disposal of the shares.
Clause 6.5(b) provides that shares that remain subject to restrictions will be sold on the participant's
behalf and the proceeds applied to pay the outstanding balance of the loan and retains the balance.
If the Board decides that the restrictions are to continue to apply, the MSLP contemplates then that
the shares will be sold on the participant's behalf, which could, presumably, be on market or into the
offer. The MSLP does not provide how they are to be sold.
Request by members to convene a general meeting
On 29 March 2011, the Board of Oaks received a requisition from Mr Brett Pointon and four other
shareholders requesting the Board of Oaks to convene a general meeting of Oaks’ Shareholders for
the purpose of considering resolutions to remove certain Directors, appoint other Directors and
approve re-appointing Mr Pointon as Chief Executive Officer of Oaks.
A copy of the requisition is attached to the ASX announcement made by Oaks on 29 March 2011.
The Board of Oaks has convened a meeting of Oaks’ Shareholders to be held on 27 May 2011.
Oaks’ Shareholders should refer to the notice of general meeting and explanatory statement
despatched to Oaks’ Shareholders on or about 21 April 2011, which sets out details of the meeting,
the resolutions to be considered at the meeting and further explanatory information.
Page 38
Consents
Each of the persons listed below has given and has not, before the lodgment of this Target’s
Statement with ASIC, withdrawn its written consent to be named in this Target’s Statement and,
where applicable, to the inclusion of the statements in this Target Statement in the form and context
in which the statements are included and to all the references in this Target’s Statement to those
statements in the form and context in which they are included:
KPMG - as the Independent Expert and author of the Independent Expert Report.
Austock Corporate Finance Limited - as corporate advisor to Oaks;
Mallesons Stephen Jaques - as legal advisor to Oaks; and
Computershare Investor Services Pty Ltd - as Oaks’ share registry.
Disclaimer regarding statements made and responsibility
Each person named as having given its consent to the inclusion of a statement or to being named in
this Target’s Statement:
Does not make, or purport to make, any statement in this Target’s Statement or any statement
on which a statement in this Target’s Statement is based other than, in the case of a person
referred to as having given their consent to the inclusion of a statement, a statement included in
this Target’s Statement with the consent of that person; and
To the maximum extent permitted by law, expressly disclaims and takes no responsibility for any
part of this Target’s Statement, other than a reference to its name and, in the case of a person
referred to as having given their consent to the inclusion of a statement, any statement or report
which has been included in this Target’s Statement with the consent of that party.
Publicly available information
This Target’s Statement contains statements which are made in, or based on statements made in
the Bidder’s Statement and other documents lodged with ASIC or given to ASX by Minor. As
permitted by ASIC class order 01/1543, the consent of Minor is not required for the inclusion of
these statements in the Target’s Statement. Any Oaks’ Shareholder who would like to receive a
copy of those documents may obtain a copy free of charge during the Offer Period by calling the
shareholder information line on 1300 668 902 (within Australia) or +612 8022 7902 (outside
Australia). Copies of announcements by Oaks may also be obtained from its website
Date of Target’s Statement
This Target’s Statement is dated 21 April 2011, which is the date on which it was lodged with ASIC.
Page 39
11. DEFINITIONS AND INTERPRETATION

Definitions
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Securities Exchange, ASX Limited (ABN 98 008 624 691).
Bidder means Delicious Food Holding (Singapore) Pte Ltd (a wholly-owned subsidiary of Minor).
Bidder’s Statement means the bidder’s statement in relation to the Offer, prepared by Minor and
dated 25 March 2011 (as supplemented by the Supplementary Bidder’s Statement).
Board means the board of Directors of Oaks.
CGT means capital gains tax.
Company means Oaks.
Corporations Act means Corporations Act 2001 (Cwlth).
Directors means the current directors of Oaks.
EBITDA means earnings before interest, taxes, depreciation and amortisation.
FIRB means Foreign Investment Review Board.
Independent Expert means KPMG.
Independent Expert Report means the report prepared by the Independent Expert as to whether
the Offer is fair and reasonable.
KPMG means KPMG Corporate Finance (Aust) Pty Ltd.
Minor means Minor International Public Company Limited.
MLR means management and letting rights in respect of serviced apartments.
Oaks means Oaks Hotels & Resorts Limited (ABN 70 113 972 366).
Oaks Share means an ordinary share in Oaks.
Oaks’ Shareholder means a registered holder of Oaks Shares.
Offer means the takeover offer by the Bidder for Oaks Shares under Chapter 6 of the Corporations
Act as described in the Bidder’s Statement.
Offer Consideration means the consideration offered under the Offer. As at the date of this
Target’s Statement, it is $0.35 cash per Oaks Share.
Offer Period means the period commencing on 8 April 2011 and ending at 7.00pm (Melbourne
time) on 9 May 2011 (unless extended or withdrawn).
Receivers means PwC, the appointed joint and several receivers and managers of Centrepoint
Holdings Pty Ltd and The Oaks Apartment Management Pty Ltd.
Recommending Directors means all of the Directors of Oaks excluding Mr Yuan Lin (David) Wu.
Related Body Corporate has the meaning given in the Corporations Act.
Relevant interest has the meaning given in the Corporations Act.
Supplementary Bidder’s Statement means the supplementary bidder’s statement in relation to the
Offer, prepared by Minor and dated 6 April 2011, which supplements the Bidder’s Statement.
Page 40
Target’s Statement means this document (including any attachments), being the statement of
Oaks under Part 6.5 Division 3 of the Corporations Act.
PwC means PricewaterhouseCoopers.
Interpretation
Unless the context otherwise requires:
• Headings used in this Target’s Statement are inserted for convenience and do not affect the
interpretation of this Target’s Statement;
• Words or phrases defined in the Corporations Act have the same meaning in this Target’s
Statement;
• A reference to a section is a reference to a section of this Target’s Statement;
• A reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them;
• The singular includes the plural and vice versa;
• The word “person” includes an individual, a firm, a body corporate, a partnership, a joint
venture, an unincorporated body or association, or any government agency;
• Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia.
Page 41
12. APPROVAL OF TARGET’S STATEMENT

This Target’s Statement has been approved by a resolution passed by the Directors of Oaks on 19
April 2011.
Signed for and on behalf of Oaks:
21 April 2011
Doug Wong
Chairman
Oaks Hotels & Resorts Limited
Page 42
13. CORPORATE DIRECTORY

Registered Office
Level 5, 26 Duporth Avenue
Maroochydore QLD 4558
Shareholder Information Line

1300 668 902 (within Australia) or +612 8022 7902 (outside Australia)
Directors
Doug Wong
Mark Gray
Stephen Lonie
Colin Archer
John Cowley
David (Yuan Lin) Wu
Brett Pointon
Company Secretary
Graeme Johnson
Share Registry
Computershare Investor Services Pty Ltd
117 Victoria Street
West End QLD 4101
Financial Adviser
Austock Corporate Finance Pty Ltd
Level 9, 56 Pitt Street
Sydney NSW 2000
Legal Adviser
Mallesons Stephen Jaques
Level 30, Waterfront Place, 1 Eagle Street
Brisbane QLD 4000
Page 43
14. ANNEXURE A – INDEPENDENT EXPERT REPORT
Page 44

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21 April 2011

Dear Sir or Madam

The Recommending Directors of Oaks Hotels & Resorts Limited

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

3. Oaks has a strong platform for growth, represented by:

How to reject the offer

2. MINOR’S STATEMENTS ABOUT OAKS ARE UNFOUNDED........................................ 9

3. FREQUENTLY ASKED QUESTIONS ABOUT THE OFFER........................................ 13

5. DIRECTOR’S INTERESTS ........................................................................................... 22

6. IMPORTANT INFORMATION ABOUT THE OFFER .................................................... 25

8. TAXATION INFORMATION .......................................................................................... 31

9. YOUR CHOICES ........................................................................................................... 33

10. ADDITIONAL INFORMATION .................................................................................... 34

11. DEFINITIONS AND INTERPRETATION..................................................................... 40

12. APPROVAL OF TARGET’S STATEMENT................................................................. 42

13. CORPORATE DIRECTORY........................................................................................ 43

14. ANNEXURE A – INDEPENDENT EXPERT REPORT ................................................ 44

1. WHY YOU SHOULD REJECT THE OFFER

Minor’s Offer significantly undervalues Oaks’

The inadequate and unsolicited Offer does

Oaks has a strong platform for growth. Section 1.3

Alternative Offers for your shares may

Minor’s intentions for Oaks are not clear. Section 1.5

1.1 MINOR’S OFFER SIGNIFICANTLY UNDERVALUES OAKS’ BUSINESS

Oaks' Share Price

94% - 126% premium

Minor Offer Oaks Volume Oaks Closing Independent Independent Independent

Share Price Performance vs Earnings Growth

Share Price (LHS) EBITDA pcp growth (RHS)

Source: Company releases, Capital IQ, 15 April 2011.

1.2 THE INADEQUATE AND UNSOLICITED OFFER DOES NOT ADEQUATELY

1.3 OAKS HAS A STRONG PLATFORM FOR GROWTH

Financial Performance for 1H2010 and 1H2011

Source: Half yearly results.

1.3.2 The Australian platform is industry leading

Source: Company information.

1.3.3 Competent, stable and experienced management team

1.3.4 Governance within the Board of Directors

1.5 MINOR’S INTENTIONS FOR OAKS ARE NOT CLEAR

2. MINOR’S STATEMENTS ABOUT OAKS ARE UNFOUNDED

2.1 YOU CAN RECEIVE A SUBSTANTIAL CASH PREMIUM

Minor’s claim: Oaks’ response:

Minor’s claim: Oaks’ response:

2.3 OAKS IS PRESENTLY IN A PRECARIOUS FINANCIAL POSITION

Minor’s claim: Oaks’ response:

“Oaks is presently in a precarious financial Oaks is not in a precarious financial position.

2.4 OAKS FACES SIGNIFICANT MANAGEMENT UNCERTAINTY

Minor’s claim: Oaks’ response:

Minor’s claim: Oaks’ response:

Approximately half of the S&P / ASX Small

2.6 OAKS HAS SUBSTANTIALLY UNDERPERFORMED THE MARKET AND IT IS NOT

Minor’s claim: Oaks’ response:

2.7 MINOR INTERNATIONAL’S CURRENT INTEREST IN OAKS PRECLUDES ANY OTHER

Minor’s claim: Oaks’ response:

paragraph 102.44(b) of ASIC Regulatory Guide

The Company has established a data room for

3. FREQUENTLY ASKED QUESTIONS ABOUT THE OFFER

What does the Independent Expert say?

What will happen if Minor raises its Offer Consideration?

Who should I call if I have any questions?

QLD NSW VIC WA SA NZ Dubai

4.2 OAKS HISTORICAL FINANCIAL INFORMATION

4.3 OAKS DIRECTORS