becton unable to pay $15 million due 30.04.09

ACR Noteholder Update - 30 April 2009

Australian Capital Reserve Limited (In Liquidation) ACN: 089 187 502 ABN: 51 089 187 502

Dear Noteholder

We write to update you on further developments in the liquidation of ACR. This report should be read in conjunction with our previous reports, the most recent of
those dated 3 and 15 December 2008.

Summary

As liquidators we regret there is a need again to defer the time table for the repayment of monies by Becton. Becton has been unable to realise property at a sufficient rate to meet the $15 million payment due today. We have today agreed with Becton to defer the payment of $15 million due by Becton today, until 30 June 2009.

During this two month deferral period we will seek to agree with Becton amendments to our contracts with them to repay the balance of the monies due.

We realise that the further deferral will be a bitter disappointment to Noteholders and wish to assure you that the decision was not taken lightly. We and the Committee of Inspection believe that the decision to allow Becton more time to make the repayments is in the best interests of Noteholders.

Noteholders should be mindful that in the current economic circumstances there is no certainty Becton will be able to make the contracted payments by the due dates or that negotiations with Becton on the revised payment plan will be successful.

After considerable consultation with Becton and the Committee of Inspection, we have reluctantly agreed to reschedule the repayment of $15 million due to be paid to ACR today. This rescheduling will allow Becton time to complete its transaction with Oman Investment Fund (OIF) (refer below) and renegotiate arrangements with its lenders.

We understand that Becton is currently in the process of also renegotiating debt arrangements with some of its key lenders. Becton have advised us that these negotiations are expected to be completed in approximately 6 to 8 weeks time.

Noteholders should be mindful that Becton's circumstances and the current economic environment create uncertainty concerning Becton's ability to make the contracted payments.

Revised Payment Plan

Becton has agreed today for a two month deferral period in relation to the $15 million second instalment due under the Amending Deed. Becton has also agreed that during the two month deferral period it will negotiate a revised payment plan relating to the outstanding instalments. The terms of this agreement includes security to be provided on a best endeavours basis in respect of the outstanding instalments and treatment of the cash proceeds from the OIF deal. As part of this agreement, Becton will also continue to keep the ACR Liquidators informed in relation to developments with their business.