Greencap and Emerson Stewart to Merge

August 27th, 2009

Greencap (GCG) and Emerson Stewart (ESW) are delighted to announce the execution of a Heads of Agreement to give effect to the merger of the two groups by scheme of arrangement under the Corporations Act.

“The merger of the two groups will create a significant national market presence in the risk management, environmental, project management and engineering and diagnostic sectors” agreed Jeffrey Broun and Dario Amara, the respective MD’s of each of the companies. “This merger creates the opportunity to generate further revenues and value from the existing businesses by combining Greencap Group’s excellent stable of companies in diversified but complementary business areas, national footprint, strong revenue lines and institutional shareholder base, with Emerson Stewart’s project management and engineering consultancy operations with strong WA focus. It will result in a company with an experienced Board, strategic leadership capability and a strong balance sheet”.

The Scheme of Arrangement is to be proposed by Emerson Stewart on the basis that Greencap will acquire Emerson Stewart shares on a 1:1 basis (with any outstanding Emerson Stewart options being acquired or otherwise replaced on comparable terms to those existing options). Post merger the “new” Greencap shareholder base is expected to comprise approximately 28.5% existing Emerson Stewart shareholders and 71.5% existing Greencap shareholders.

The Greencap group’s scope of services ranges from occupational health & safety matters, hazardous materials, contamination, environmental matters / licensing approvals through to biological sciences, laboratory testing and water and energy efficiency advice. The Risk Management sector is the core competency for Greencap.   Established in 2005 with headquarters in Perth, Western Australia, Emerson Stewart is a project implementation and advisory group providing services across: Resources + Energy: minerals; oil + gas; power generation + distribution; chemicals; Infrastructure: urban development; building + property; aviation; water +environment; defence etc. Emerson Stewart has a strong network of corporate customers.

www.greencap.com

www.emersonstewart.com


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