Media Release

16 March 2001

Toll Holdings - ASX Release

Toll Holdings Limited Australia's leading provider of transportation and logistics services, today announced a $115 million issue of Unsecured Subordinated Convertible Notes by way of Placement and a Rights Issue. The net proceeds of the issues will be used to retire bank debt. 

The placement of Convertible Notes will raise approximately $28 million. The placement has been jointly brokered by Macquarie Equity Capital Markets and Salomon Smith Barney. Macquarie Equity Capital Markets Limited structured, underwrote and managed the rights issue. 

Under the terms of the renounceable Rights Issue, which will raise approximately $87 million, Toll will offer shareholders 1 Convertible Note for every 12 Toll ordinary shares held at 27 March 2001. A prospectus for the offer has been lodged with ASIC earlier today. Trading of Rights on ASX is expected to commence on 21 March 2001 and cease on 17 April 2001. 

The placement has been supported by institutional investors including Toll's existing shareholders. Toll's Managing Director Paul Little said, "The issue of the convertible notes will provide us with a sound capital structure to support our growth strategy and we are delighted with support of institutional investors." 

Mr Little said, "We believe that it is important that existing shareholders have an opportunity to participate and we have priced the issue to reflect the support that existing shareholders have given to the company." 

Mr Little also said "that trading for the Group since December 2000 had remained strong and was in line with plan and that the integration of the recently completed Finemore acquisition was proceeding well." 

The Convertible Notes will be issued at $17.00, and bear interest at a rate fixed at allotment at the higher of 6.2% and the five year swap rate plus 0.80%. The issue price is a premium of approximately 15% to recent trading prices of Toll's ordinary shares. Each Convertible Note will be redeemed at the Issue Price on 31 March 2006 unless redeemed, converted or bought back prior to that date, and may be converted into one ordinary share. 

Full details of the Convertible Notes, key dates in relation to the offer and instructions on how shareholders may apply for Convertible Notes are contained in the prospectus.