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1 7 May 2012 Andrew Kabega Adviser, Listings (Sydney) Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Andrew Ideas International Limited ACN Target s Statement We refer to the off-market bid by Gartner Australasia Pty Limited ACN (Gartner) for all of the ordinary shares in Ideas International Limited ACN (IDEAS). We enclose a copy of IDEAS Target s Statement dated 7 May 2012 pursuant to Item 14 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act). Please note that in accordance with Item 11 of section 633(1) of the Corporations Act, IDEAS has today sent a copy of the Target s Statement to Gartner and, in accordance with Item 13 of section 633(1) of the Corporations Act, lodged a copy the Target s Statement with the Australian Securities and Investments Commission. Yours faithfully, Paul Sowerby CFO & Company Secretary Ideas International Limited NYH\VXL\ \1

2 Ideas International Limited ACN Target's Statement Accept the Offer By Gartner Australasia Pty Ltd ACN (a wholly owned subsidiary of Gartner, Inc.) To acquire ALL of your shares in IDEAS for $1.40 per share in cash THE DIRECTORS OF IDEAS INTERNATIONAL LIMITED UNANIMOUSLY RECOMMEND THAT, IN THE ABSENCE OF A SUPERIOR PROPOSAL, YOU ACCEPT THE OFFER. THE MAJOR SHAREHOLDER OF IDEAS INTERNATIONAL LIMITED INTENDS TO ACCEPT THE OFFER, IN THE ABSENCE OF A SUPERIOR PROPOSAL. This is an important document and requires your immediate attention. If you do not understand it or are in doubt as to how to act, you should consult your independent financial or other professional adviser. If you have any queries in relation to the Offer please call (toll free) for callers within Australia and for international callers.

3 Corporate Directory Directors Mr Peter Wallace (Non-Executive Chairman) Mr Stephen Bowhill (Chief Executive Officer and Managing Director) Mr Ian Birks (Non-Executive Director) Mr Robert McKelvey (Non-Executive Director) Company Secretary Mr Paul Sowerby Registered and Principal Office Level 3 20 George Street HORNSBY NSW 2077 Telephone: Facsimile: Corporate Adviser Lawyers Auditors Share Registry ASX Code Marlin & Associates 600 Lexington Avenue NEW YORK NY USA Sparke Helmore Lawyers Level Kent Street SYDNEY NSW 2000 Ernst & Young Ernst & Young Centre 680 George Street SYDNEY NSW 2000 Computershare Investor Services Pty Limited Level 3 60 Carrington Street SYDNEY NSW 2000 Telephone: Facsimile: IDE

4 Important Information This document is the Target s Statement dated 7 May 2012 given by IDEAS under Part 6.5, Division 3 of the Corporations Act in response to the Bidder s Statement. A copy of this Target s Statement has been lodged with ASIC and the ASX on 7 May Neither ASIC nor the ASX nor any of their respective officers takes any responsibility for the contents of this Target s Statement. Defined Terms A number of defined terms are used in this Target s Statement. These terms are defined in Section 12 of this Target s Statement. No Account Of Personal Circumstances This Target s Statement does not take into account the individual investment objectives, financial situation and particular needs of each Shareholder and it does not contain personal advice. You should seek independent financial, legal and taxation advice before making a decision as to whether or not to accept the Offer for your Shares. Taxation Consequences Of The Offer In deciding whether to accept the Offer, Shareholders should also note that the disposal of Shares may have taxation consequences. Shareholders should seek their own independent tax advice and refer to Section 9 of this Target s Statement. Forward Looking Statements This Target s Statement contains various forward looking statements. Statements other than statements of historical fact may be forward looking statements. IDEAS believes that it has reasonable grounds for making all statements relating to future matters attributed to it in this Target s Statement. However, Shareholders should note that such statements may be affected by known and unknown risks, uncertainties, variables and other factors, many of which are beyond the control of IDEAS. Actual results, values, performance or achievements may differ materially from results, values, performance or achievements expressed or implied in any forward looking statement. None of IDEAS, its officers, Directors or employees, nor any person named in this Target s Statement with their consent nor any person involved in the preparation of this Target s Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, nor any results, values, performance or achievements expressed or implied in any forward looking statement. Shareholders should not place undue reliance on any such statement. The forward looking statements in this Target s Statement 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.

5 Risk Factors Shareholders should note that there are a number of risks attached to their investment in IDEAS and the acceptance of this Offer. Please refer to Section 9 of this Target s Statement for further information on those risks. Notice To Foreign Shareholders This Target s Statement and the Offer are subject to Australian disclosure requirements which may be different from those applicable to other jurisdictions. This Target s Statement and the Offer does not in any way constitute an offer of securities in any place which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Target s Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Target s Statement should inform themselves of, and observe, those restrictions. Privacy IDEAS has collected your information from the IDEAS register of members for the purpose of providing you with this Target s Statement. The type of information IDEAS has collected about you includes your name, contact details and information on your shareholding (as applicable) in IDEAS. Without this information, IDEAS ability to send this Target s Statement to you would be hindered. The Corporations Act requires the name and address of members to be held in a public register. Your information may be disclosed on a confidential basis to IDEAS Related Bodies Corporate and external service providers (such as the share registry of IDEAS and print and mail services providers) and may be required to be disclosed to regulators such as ASIC. Independently Inform Yourself Before deciding whether or not to accept the Offer, the Directors recommend that you: read the Bidder s Statement and this Target s Statement in full; and seek the advice of your independent financial, legal, tax or other professional adviser. If you are considering selling your Shares on the ASX, you should also contact your broker for information on how to sell your Shares on the ASX and your tax adviser to determine the tax implications of such a sale.

6 Table of contents 1 Frequently Asked Questions IDEAS Profile Gartner s Profile Summary Of The Offer Recommendation Of The Directors Your Choices Regarding The Offer Other Issues Associated With The Offer Why You Should Accept This Offer Risks Associated With The Offer Additional Information Approval Of Target s Statement Definitions And Interpretations Schedule 1 Offer Conditions... 27

7 Letter From The Chairman 7 May 2012 Dear Shareholder, As your Chairman, I have great pleasure in reporting to you that Gartner Australasia Pty Ltd (Gartner Australasia), a member of the Gartner, Inc. (Gartner) group of companies, has conditionally offered to acquire your Shares in Ideas International Ltd (IDEAS) for $1.40 per share in cash (Offer). In my years as Chairman of IDEAS, working with my fellow Board members and a dedicated management team, IDEAS has become a leading technology research and advisory company for providing enterprise IT research, insight, analysis, and tools to computer suppliers and consultants (ie. IT Sellers) and large corporations (ie. IT Buyers). Gartner recognises IDEAS leading market position and sees IDEAS operations as complimentary to Gartner s existing business. Over the past two years, the Board has been engaged in a review of strategic alternatives to maximise value for IDEAS Shareholders. The Board s view is the Offer is the best available alternative to enable IDEAS Shareholders to realise immediate and real value for their investment and for IDEAS to more readily realise its strategic business goals. The Board has carefully considered the Offer and unanimously recommends you accept Gartner Australasia s Offer of $1.40 per share (Offer Price), in the absence of a superior proposal. The principal reasons for your Board s recommendation are: 1 Supported by Major Shareholders: The Offer is supported by IDEAS largest Shareholder, CastleQuest Corporation Pty Limited (CastleQuest). In addition, CastleQuest, Stephen Bowhill and Ian Birks have agreed to sell a proportion of their Shares, representing a total of 19.9% of all the Shares on issue, into the Offer. They have also indicated an intention to accept the Offer in respect of their remaining shareholding. 2 Premium: The Offer Price implies a premium of: 0.43% over the Volume Weighted Average Price (VWAP) for the Shares for the 30 days prior to the Announcement Date of $1.39; 9% over the VWAP for the Shares over the 3 months prior to the Announcement Date of $1.29; 18% over the VWAP for the Shares over the 6 months prior to the Announcement Date of $1.18; and 33% over the VWAP for the Shares over the 12 months prior to the Announcement Date of $

8 3 Liquidity Opportunity: The Offer represents an attractive liquidity opportunity for Shareholders in the absence of a superior proposal as trading of the IDEAS Shares on the ASX are highly illiquid and Shareholders may have limited alternative opportunities to exit their investment at or near to the Offer Price if all Shareholders wished to sell their Shares at or around the same time. 4 Join World-Class Network: Gartner will invest in IDEAS world-class product suite and utilize its large sales organization to introduce the value of IDEAS to the global marketplace. This will cement IDEAS as the leading provider of intelligence on IT infrastructure, including storage and server configurations, cloud computing, product profiles and pricing data, to IT professionals and technology and service providers and make it more competitive in the marketplace. Gartner have indicated that they currently intend to retain virtually all employees of IDEAS, including every research analyst, to continue to provide IDEAS product portfolio to existing clients. 5 No Superior Offer: No superior offer has emerged since the announcement of the Offer and your Board does not expect a competing takeover proposal to emerge in the near future. 6 Share Price May Drop if Bid Fails: The current trading price of the Shares on the ASX may decline if the Offer lapses. I encourage you to read both the Bidder s Statement and this Target s Statement in their entirety and seek independent advice from your broker, financial adviser or other professional adviser. The Offer opens on 7 May 2012 and will remain open until 7:00pm AEST on 7 June 2012 (unless extended or withdrawn). To accept the Offer, please follow the instructions set out in Section 4 of the Bidder s Statement. Key dates are set out in the Important Dates Section and Section 4 of this Target s Statement. Should you have any questions about the Offer, please call (toll free) for callers within Australia and for international callers. Yours Faithfully Peter Wallace Non-Executive Chairman 2

9 1 Frequently Asked Questions Question Why have I received this document? Answer You have received the Target s Statement because you are a Shareholder in IDEAS. This Target s Statement is IDEAS formal response to the Offer. It contains important information prepared by your Directors to help you determine whether to accept or reject the Offer. Who is Gartner? Gartner is Gartner Australasia Pty Limited ACN , an indirect wholly owned subsidiary of Gartner, Inc. incorporated in Australia. Further details about Gartner are set out in Section 6 of the Bidder s Statement. What is the Offer for my Shares? What are the Directors intentions? Should I Accept the Offer? Subject to the satisfaction of the Offer Conditions, Gartner is offering to pay you a cash consideration of $1.40 for each Share you currently own, or will own during the Offer Period subject to the satisfaction of all the Offer Conditions by the end of the Offer Period. Please note that you may only accept the Offer for all of the Shares held by you and not a greater proportion or a lesser proportion. Each Director intends, in the absence of a superior proposal, to accept the Offer in relation to those Shares he owns or controls. The Managing Director has entered into an Option Transfer Agreement to sell his Options to Gartner upon the Offer being declared unconditional. Your Directors unanimously recommend that you accept the Offer, in the absence of a superior proposal. If there is any change to this recommendation your Directors will inform you. Further details regarding your Directors recommendations are contained in Section 5 of this Target s Statement. 3

10 Question What choices do I have? Answer As a Shareholder, you can: Accept the Offer; Reject the Offer; or Sell your Shares on the ASX and not accept the Offer. How do I Accept the Offer? How do I Reject the Offer? What if I want to sell my Shares on the ASX? When do I have to decide? When will I receive my consideration if I accept the Offer? If I accept the Offer, can I withdraw my acceptance? If you wish to accept the Offer, follow the instructions in Section 4 of the Bidder s Statement (see the relevant acceptance form enclosed with the Bidder s Statement). To reject the Offer, you do not need to do anything. You should note, however, that if Gartner at a later date acquires further Shares, such that Gartner has a relevant interest in 90% of the Shares, Gartner may be entitled to compulsorily acquire your Shares. During the Offer Period, you may sell your Shares on the ASX for cash (less brokerage), provided you have not accepted the Offer for those Shares. You should contact your broker for information on how to sell your Shares on the ASX and your tax adviser to determine the tax implications of such a sale. Your Directors note that the market for Shares to date has not been very liquid. Even if your Shares traded at a higher price than the Offer Price on the market, there is no certainty that you will find a buyer for all of your Shares at that price and in the timeframe you prefer. If you wish to accept the Offer you need to do so before its scheduled closing date. Gartner has stated that the Offer is scheduled to close at 7.00pm AEST on 7 June 2012, unless it is extended or withdrawn. The Offer is conditional and if you accept the Offer while it is still conditional you will not receive the consideration under the Offer until the earlier of: 1 month after the Offer becomes unconditional; and 21 days after the end of the Offer Period. Once you accept the Offer, you cannot withdraw your acceptance unless a withdrawal right arises under the Corporations Act. You may only withdraw your acceptance if Gartner varies the Offer in a way that postpones, for more than one month, the time when Gartner has to meet its obligations under the Offer and the Offer remains subject to the Offer Conditions at the time. 4

11 Question What happens if Gartner increases its offer? Answer If you accept the Offer now and Gartner subsequently raises the Offer Price under the Offer you will receive the higher price if the Offer becomes unconditional. What are the conditions of the Offer? When will Gartner advise as to the status of the conditions? What happens if the Offer Conditions are not satisfied or waived? Can I be forced to sell my Shares? What are the tax consequences of accepting the Offer? What if I have further questions? The Offer is subject to a set of Offer Conditions summarised in Section 4 and set out in full in Schedule 1 to this Target s Statement. Section 15 of the Bidder s Statement indicates that Gartner will give a Notice of Status of Conditions on 31 May If the Offer Conditions are not satisfied or waived before the Offer closes, the Offer will lapse. You will then be free to deal with your Shares as you choose even if you have previously accepted the Offer. If you have accepted the Offer, and the Offer lapses, it means you will not have sold your Shares and you will not receive payment under the Offer for your Shares. You cannot be forced to sell your Shares unless Gartner has satisfied the requirements to compulsorily acquire your Shares, including acquiring a relevant interest in at least 90% of all of the Shares, and Gartner then exercises its right to compulsorily acquire your Shares. Gartner s intentions with respect to compulsory acquisition are set out in Section 8 of the Bidder s Statement. A general outline of the tax consequences of accepting the Offer is set out in Section 9 of this Target s Statement and Section 12 of the Bidder s Statement. You are encouraged to seek independent tax advice before making any decision in relation to the Offer. If you have any queries regarding the Offer, please call (toll free) for callers within Australia and for international callers. 5

12 Important Dates Announcement of the Offer 20 April 2012 Date the Offer opens 7 May 2012 Date of the Target s Statement 7 May 2012 Scheduled close of Offer (unless extended or withdrawn) 7pm AEST, 7 June 2012 For your acceptance to be valid it must be received before the end of the Offer Period. 2 IDEAS Profile 2.1 Business Summary IDEAS is a leading supplier of comparative intelligence on enterprise IT infrastructure. IDEAS has been in the IT research market for over 25 years. It provides server, storage, infrastructure software and cloud research on the IT infrastructure market. IDEAS clients include large IT sellers and major global corporate IT buyers. IDEAS services help IT sellers to enhance their competitive positioning by providing them with ongoing tactical intelligence about their competitors products and services. IDEAS also provides online research services to IT buyers who use IDEAS comparative data, including performance and price, when deciding which product is right for their organisation. IDEAS has over 8,000 active users spread across over 110 countries. It is based in Sydney and has an office in the United Kingdom and United States. 2.2 Background IDEAS was incorporated in It started the Competitive Profiles tool in the late 1980 s selling initially in Australia then expanding internationally, opening its United Kingdom office in 1989 and United States office in IDEAS listed on the ASX in 2001 (ASX code: IDE) and expanded by acquiring a New York based research company called D.H Brown Associates in IDEAS started its business selling to manufacturers of IT hardware who sold their products to large corporate buyers. Users within the IT seller community include pricing managers, sales, marketing, engineering and product groups. More recently IDEAS has started to provide services to large corporate buyers who are assessing their enterprise infrastructure, particularly in respect of server performance, pricing, efficiency and carbon footprint. IDEAS sells to solution architect groups most commonly who are analysing the business case for their server consolidations and looking for optimal price/ performance/energy efficient solutions. In 2008, IDEAS launched its server consolidation tool ServerCAR for both IT sellers and buyers and in 2010 rolled this into the broader, IT buyer-oriented product platform, IDEAS Advantage. IDEAS has won a number of Australian Information Industry Association (NSW) iawards including the Sustainability and Green IT Award for its ServerCAR offering in 2009 and the Exporter of the Year Award in

13 2.3 Tools And Products Overview IDEAS offers subscription products and customised products. The subscription products are categorised into four major online-based intelligence and analysis tools: Competitive Profiles, ServerCAR, IDEAS Advantage and CloudSizer. Competitive Profiles is targeted to IT sellers. It is a continuous information service that covers the features, pricing and performance characteristics of multiple enterprise IT products and services. Competitive Profiles is focused today on servers and storage and accompanying software. ServerCAR is an online tool widely used for server consolidation and planning. It uses RPE2, a unique measure of computing power which IDEAS developed in house. IDEAS Advantage offers IT infrastructure analysis and leverages RPE2 to enable compute comparisons of performance/price or performance/watt for instance. It is targeted to IT buyers in the process of making an infrastructure acquisition or major decision or planning capacity requirements. CloudSizer is a cloud comparison tool which helps users to assess public cloud solutions and providers. It also leverages RPE2 behind the scenes. 3 Gartner s Profile Gartner is a wholly owned Australian subsidiary of Gartner, Inc. (NYSE: IT), one of the world s leading information technology research and advisory companies. From chief information officers and senior IT leaders in corporations and government agencies, to business leaders in high-tech and telecom enterprises and professional services firms, to technology investors, Gartner, Inc. is a valuable partner to 12,400 distinct organizations. Through the resources of Gartner Research, Gartner Consulting and Gartner Events, Gartner, Inc. works with every client to research, analyse and interpret the business of IT within the context of the client s individual role. Founded in 1979, Gartner, Inc. is headquartered in Stamford, Connecticut, U.S.A., and has 5,000 associates, including 1,295 research analysts and consultants, and clients in 85 countries. More information can be found in Section 6 of the Bidder s Statement. 4 Summary Of The Offer 4.1 Offer Period The Offer Period starts on 7 May 2012 and will close on 7 June 2012, unless extended or withdrawn. If you choose to accept the Offer you must do so before the Offer Period closes on 7pm AEST, 7 June Offer Relates To Shares The Offer applies to Shares that exist or will exist as at 7.00pm AEST on the Record Date and any Shares that are issued during the period from the Record Date to the end of the Offer Period due to the exercise of any Options. 7

14 4.3 Offer Of Cash Consideration The cash consideration being offered by Gartner under the Offer is $1.40 cash for every one Share you currently own or will own during the Offer Period. In addition to the information set out in this Target s Statement, you should read the full terms of the Offer as set out in Section 15 of the Bidder s Statement. 4.4 Offer Is Conditional The Offer is subject to a number of Offer Conditions which are set out in full in Schedule 1 of this Target s Statement and Section 15 of the Bidder s Statement and are summarised below: Gartner acquires a relevant interest in at least 90% of the Shares. There being no decline of more than 10% in the S&P ASX 100 index between the Announcement Date and close of the Offer. The parties obtaining all necessary regulatory and third party approvals. IDEAS proposed corporate restructuring has not commenced. IDEAS does not declare or distribute any dividend (other than the already announced and paid 5 cent dividend) during the Offer Period. IDEAS continues to conduct its business in the ordinary course. IDEAS does not enter into any material transactions in excess of $250,000. No material adverse change having occurred, been announced, become probable or imminent or become known to either party during the Offer Period. During the Offer Period, no person exercises or threatens or states a written intention to vary or terminate any material agreement. IDEAS maintains net current assets of at least $2.6 million at the end of the Offer Period. All advisers fees payable by IDEAS in connection with the Offer does not exceed $750,000. No Prescribed Occurrences during the Offer Period, as defined in section 652C of the Corporations Act. Before the end of the Offer Period, there not having occurred or become known to IDEAS, any current, threatened or pending legal proceedings. Before the end of the Offer Period, there being no government agency decree, or application made or action taken which has a materially adverse impact on the Offer. Only when the Offer becomes unconditional, either by satisfaction of the Offer Conditions or by Gartner waiving the need to satisfy the Offer Conditions does a contract exist between you and Gartner on the terms of the Offer. 8

15 5 Recommendation Of The Directors Your Directors unanimously recommend that you accept the Offer for your Shares, in the absence of a superior proposal. Before making this recommendation, each of your Directors considered the Offer Price, circumstances of IDEAS (including its future prospects and present trading condition), merits of the Offer, the recent and historical trading of the Shares on the ASX and weighed up the factors for acceptance (which are set out in Section 8 of this Target s Statement) as well as the risks associated with this Offer (set out in Section 9 of this Target s Statement). 6 Your Choices Regarding The Offer 6.1 Accept The Offer To accept the Offer, follow the instructions in Section 4 of the Bidder s Statement. (a) Acceptance Form Return a completed and signed acceptance form included with the Bidder s Statement. Before you consider accepting the Offer, you should read the Bidder s Statement and this Target s Statement in full and consult your professional adviser if you have any uncertainty. (b) CHESS Holdings If your Shares are in a CHESS Holding (your HIN starts with an X ), you may also instruct your Controlling Participant (usually your broker) to accept the Offer on your behalf before the end of the Offer Period. If you are the Controlling Participant, initiate acceptance of the Offer in accordance with rule of the ASX Settlement Operating Rules before the end of the Offer Period. (c) Withdrawal of Acceptance Once you have accepted the Offer, you may only withdraw your acceptance if Gartner varies the Offer such as to postpone for more than one month, the time when Gartner must meet its obligations under the Offer and that Offer remains subject to conditions at the time. (d) Payment If the Offer is still conditional and you accept the Offer before the end of the Offer Period (by sending Gartner the completed acceptance form before the end of the Offer Period), then Gartner has to pay you by the earlier of: (1) the end of 1 month after the Offer becomes unconditional, or (2) 21 days after the end of the Offer Period. If the Offer becomes unconditional and you accept the Offer before the end of the Offer Period (by sending Gartner the completed acceptance form before the end of the Offer Period), then Gartner has to pay you by the end of 1 month after you give Gartner the completed acceptance form. If you do not accept the Offer by the end of the Offer Period, but Gartner becomes entitled to compulsorily acquire your Shares (and Gartner issues you a compulsory acquisition notice) then it can take longer before you are paid. 9

16 6.2 Sell Your Shares On The ASX During the Offer Period, you may sell your Shares on the ASX for cash (less brokerage), provided you have not accepted the Offer for those Shares. The amount that you will receive through selling on the ASX will depend on the market price for Shares at that time, which may be higher or lower than the Offer Price. The market price for Shares can change. You can check the latest price for Shares on the ASX website at (ASX code: IDE). If you sell your Shares on ASX, and the Offer Price is subsequently increased, you will not be entitled to this increase. 6.3 Reject The Offer To reject the Offer, you do not need to do anything. However if Gartner satisfies the requirements for compulsory acquisition set out in the Corporations Act (including to acquire a relevant interest in 90% (by number) of all of the Shares on issue at the end of the Offer Period), your Shares could still be compulsorily acquired by Gartner. 7 Other Issues Associated With The Offer 7.1 Voluntary Extension Of The Offer Period While the Offer remains conditional, the Offer Period may usually only be extended before Gartner issues a Notice of the Status of Conditions. Once the Offer becomes unconditional, the Offer Period may be extended at any time before the expiry of the Offer Period. Only in limited cases (such as the emergence of a rival bid), can the Offer Period be extended after Gartner issues a Notice of the Status of Conditions and the Offer remains conditional. 7.2 Automatic Extension Of The Offer Period The Offer Period will automatically be extended if, within the last 7 days of the Offer Period: Gartner improves the Offer Price; or Gartner s voting power in IDEAS increases to more than 50%. If either of these events occur, the Offer Period is automatically extended so that it ends 14 days after the relevant event occurs. 7.3 Lapse Of The Offer If the Offer does not become unconditional before the end of the Offer Period, then the Offer will lapse and you can deal with your Shares as you choose even if you have previously accepted the Offer. If the Offer lapses and you have accepted the Offer, it means you will not receive payment under the Offer for your Shares. 10

17 7.4 When The Offer Becomes Unconditional (a) Notice of Status of Conditions The date for giving a Notice of the Status of Conditions relating to this Offer under section 630(1) of the Corporations Act is 31 May 2012, telling Shareholders of its relevant interest in IDEAS and whether or not the Offer has become unconditional (subject to extension in accordance with section 630(2) of the Corporations Act if the Offer Period is extended). (b) Satisfaction Of Conditions If all the Offer Conditions have been satisfied earlier than the date scheduled for issuing the Notice of the Status of Conditions, then Gartner must notify Shareholders as soon as practicable, that the Offer has become unconditional. (c) Non-Satisfaction Or Waiver Of Conditions If on the date of the Notice of Status of Conditions not all of the Offer Conditions have been satisfied, then the Offer remains conditional until the earlier of the: Offer Conditions being satisfied; Offer Conditions being waived by Gartner; or end of the Offer Period. If the Offer Conditions are not waived or satisfied by the end of the Offer Period, then the Offer lapses. If Gartner wishes to free the Offer from the Offer Conditions, it must issue a notice at least 7 days prior to the end of the Offer Period. 7.5 Compulsory Acquisition If, during or at the end of the Offer Period, Gartner has (together with its associates): a relevant interest in at least 90% (by number) of all of the Shares on issue; and acquired at least 75% (by number) of the Shares for which it has made the Offer, then Gartner may compulsorily acquire all outstanding Shares which were issued or granted before the end of the Offer Period for which it did not receive acceptances. The compulsory acquisition must be on the same terms of the Offer that existed immediately prior to the issue of the compulsory acquisition notice (if compulsory acquisition was commenced during the Offer Period) or at the end of the Offer Period. If your Shares are compulsorily acquired you will be paid the last price offered by Gartner for your Shares before compulsory acquisition began. However, as a result of the need to complete the compulsory acquisition procedures in the Corporations Act, it is likely to take longer to provide that consideration to you than if you accepted the Offer. 11

18 Gartner has stated in Section 8 of the Bidder s Statement that it intends to compulsorily acquire any Shares for which it did not receive acceptances if it becomes entitled to do so. 7.6 Withdrawal Of The Offer Gartner cannot withdraw its Offer to you if you have already accepted it. Unaccepted Offers may be withdrawn by Gartner only with the written approval of ASIC. ASIC may impose conditions on its consent to withdrawal. 7.7 Treatment Of Options Gartner has entered into a conditional Option Transfer Agreement with IDEAS major Option Holders, under which Gartner has agreed to pay each Option Holder the difference between the Offer Price and exercise price for each Option that they own. 7.8 Treatment Of Employee Loans IDEAS has agreed to use reasonable endeavours to procure that its employees repay their outstanding loans from IDEAS from the proceeds of the sale of Shares in the Offer within 1 week of the date of the Offer proceeds is received by the relevant employee. 7.9 Treatment Of Foreign Shareholders If you are a foreign Shareholder you will be entitled to receive a copy of this Target s Statement and the Bidder s Statement. The operation of the Australian income tax laws may be dependent on several factors including your country of residence. The Directors encourage foreign Shareholders to obtain independent legal and tax advice. 8 Why You Should Accept This Offer Benefits To Shareholders 8.1 The Offer Is Unanimously Recommended After due and careful consideration of all factors and circumstances associated with the Offer and as discussed in Section 5 of this Target s Statement, your Directors unanimously recommend that, in the absence of a superior proposal, you accept the Offer. Each of Messrs Bowhill, Birks, and Wallace intend, in the absence of a superior proposal, to accept the Offer in relation to those Shares he owns or controls. 8.2 No Superior Proposal Has Emerged As at the Announcement Date, no competing or superior proposal had been received by the Board and they are not aware of any party having an intention to make such a proposal. 8.3 The Offer Is An All Cash Offer The consideration for the Offer is all cash and represents certainty of value to Shareholders. 12

19 8.4 The Offer Price Represents A Premium To The VWAP Of The Shares The Offer Price represents: No difference to the last traded price for the Shares prior to the Announcement Date; a premium of 0.43% from the 30 day Volume Weighted Average Price (VWAP) for the Shares prior to the Announcement Date of $1.39; a premium of 9% to VWAP over the 3 months prior to the Announcement Date for the Shares of $1.29; a premium of 18% to VWAP over the 6 months prior to the Announcement Date for the Shares of $1.18; and a premium of 33% to VWAP over the 12 months prior to the Announcement Date for the Shares of $ Increased Liquidity For Your Shares The market for the Shares has low liquidity and Shareholders, especially Shareholders holding large and medium sized parcels of Shares, may have limited alternative opportunities to exit their investment at or near to the Offer Price if all Shareholders wished to sell their Shares at or around the same time. Please refer to the ASX website ( for details regarding the historical trading volumes and prices for the Shares. 8.6 The Value Of Your Shares May Fall If the Offer lapses, Shareholders wishing to dispose of their Shares will need to do so on the ASX. If the Offer is unsuccessful, there is a risk that the market price of the Shares on the ASX may fall from current levels. 8.7 You Will Not Miss Out If Gartner Makes A Superior Proposal Shareholders will not miss out if, after they accept the Offer, Gartner subsequently increases its consideration, as Shareholders who have already accepted will be entitled to the increased consideration. Benefits To IDEAS 8.8 Join A World-Class International Network IDEAS has a small management team and is very small compared to its major customers, Gartner and other similar groups in its broader industry. As a small company, IDEAS has limited resources, especially sales capabilities to effectively commercialise IDEAS products and services, financial resources and managerial resources. As Gartner operates globally and is the leader in its field, the Offer will provide IDEAS access to Gartner s assets and networks that will not only complement IDEAS existing business but also provide it the ability to increase the scale of its business and improve the commercialisation of IDEAS products and services by relying on Gartner s vast sales network. Being part of Gartner s group should also provide IDEAS with access to the financial and balance sheet strength of this wider group and reduce its exposure to key person risk. 13

20 8.9 Opportunity Of Employment For IDEAS Staff Gartner has also expressed an intention in Section 8 of the Bidder s Statement to offer employment or consulting arrangements to key personnel and to maintain the employment of all associates who either create the research, maintain IDEAS tools, support IDEAS clients or sell IDEAS products and services, following a review. 9 Risks Associated With The Offer 9.1 Inability To Deal With Your Shares Once you accept the Offer, for the remainder of the Offer Period you will not be able to trade your Shares or withdraw your acceptance (except in the limited circumstances set out in Section 6 of this Target s Statement). Even though you have accepted, if the Offer is ultimately unsuccessful because not all Offer Conditions are met or waived, then you will not be paid your cash consideration. Except in limited circumstances, accepting the Offer will preclude Shareholders from accepting a superior proposal from a third party should one emerge during the Offer Period. At the Announcement Date, your Directors are not aware of any competing or superior proposals. Except in limited circumstances, accepting the Offer will also preclude a Shareholder from the benefits of selling their Shares on the ASX, including having the sale of their Shares settled within 3 days after their trade rather than waiting for the longer period associated with accepting the Offer. Due to speculation or general economic conditions, the market price of the Shares may increase beyond the Offer Price during the Offer Period, and because the majority of Shareholders hold small parcels of Shares, the low liquidity of the market on the ASX for the Shares should not prohibit the sale of their Shares on the ASX for the higher price. 9.2 Conditional Offer The Offer is subject to several Offer Conditions that all must be satisfied or waived by Gartner by the end of the Offer Period in order for a contract for the sale of the Shares to be formed with accepting Shareholders. Even after accepting the Offer, if the Offer lapses because the Offer Conditions remain unfulfilled, then accepting Shareholders will not have sold their Shares and will not be paid the Offer Price for their Shares. 9.3 No Benefit Of Being A Shareholder If you accept the Offer and it is successful, or sell your shares on the ASX, you will no longer receive any possible benefits associated with being an owner of Shares such as dividend and voting rights. 9.4 Compulsory Acquisition The shareholding structure of IDEAS is quite concentrated, thus increasing the likelihood of Gartner conducting a successful Offer and being able to rely on the compulsory acquisition provisions in the Corporations Act. If Gartner is able to compulsorily acquire any Shares, those Shareholders who did not accept the Offer will have their Shares acquired anyway and will have to wait longer than those Shareholders that accepted the Offer to receive their sale proceeds. 14

21 9.5 Loss Of Material Customer Contracts IDEAS has several material customer contracts. It is possible that the counterparties to these material customer contracts could terminate them in connection with the Offer. However several of IDEAS material customer contracts would need to be renewed in any event. If the Offer were unsuccessful IDEAS could seek to enter new contracts with these customers. 9.6 Delisting If the number of Shareholders is less than that required by the ASX for listing on the ASX, Gartner may apply for IDEAS removal from the official list of the ASX. If this occurs, the Shares will not be able to be traded on the ASX. 9.7 Tax Consequences You may have to pay capital gains tax on any sale of Shares, including through accepting the Offer. The income tax consequences to a specific Shareholder will depend on a number of factors, including: whether the Shareholder holds their Shares on capital or revenue account for taxation purposes; the nature of the Shareholder (i.e. whether it is an individual, company, trust or complying superannuation fund); and the tax residency status of the Shareholder (i.e. Australian tax resident or not). As these consequences differ widely according to each Shareholder s individual circumstances, you are encouraged to seek independent tax advice before making any decision in relation to the Offer. 10 Additional Information 10.1 Details Of Directors And The Company Secretary The Directors and Company Secretary as at the date of this Target s Statement are: Name Mr Peter Wallace Mr Stephen Bowhill Mr Ian Birks Mr Robert McKelvey Mr Paul Sowerby Position Non-Executive Chairman Chief Executive Officer and Managing Director Non-Executive Director Non-Executive Director Company Secretary 15

22 10.2 Interests Of Directors (a) Interests In IDEAS Securities The only securities that IDEAS has on issue are Shares and Options. As at the date of this Target s Statement, IDEAS had 13,616,999 Shares and 513,200 Options on issue. Upon the exercise of each Option an Option Holder will be entitled to be issued one share. Details of Shares and Options in which each Director has a relevant interest are as follows: Director Shares Options Peter Wallace 183,027 1 N/A Stephen Bowhill 1,350, ,000 Ian Birks 1,858,564 2 N/A Robert McKelvey N/A N/A 1 and 2 some shares held through various related entities. (b) (c) (d) (e) (f) Dealings In IDEAS Securities No Director acquired or disposed of a relevant interest in any Shares or Options in IDEAS during the four month period ending on the date immediately before the date of this Target s Statement. Interests In Gartner Securities No Director has a relevant interest in any Gartner shares or Gartner options. Dealings In Gartner Securities Neither IDEAS nor any Director acquired or disposed of a relevant interest in any securities in Gartner during the four month period ending on the date immediately before the date of this Target s Statement. Agreements And Benefits Conditional On Or Connected With The Offer No Director is a party to any agreement or arrangement with any other person in connection with or conditional on the outcome of the Offer and no Director is entitled to receive any benefit from Gartner which is conditional on or connected with the Offer (other than in their capacity as a Shareholder). Contracts with Gartner No Director has any interest in any contract entered into with or by Gartner. 16

23 (g) Payments and Benefits Other than a benefit permitted under section 200F of the Corporations Act, no benefit is proposed to be given to a Director in connection with their retirement from office in IDEAS or a related body corporate of IDEAS Summary Of Material Contracts Set out below are summaries of the material contracts to which the Company is a party. (a) Takeover Bid Implementation Agreement On 20 April 2012, IDEAS entered into a Takeover Bid Implementation Agreement (BIA) with Gartner which prescribes the conduct of the parties prior to announcing the bid and sets out the terms of the bid. A summary of key terms is set out below. (i) Making Of Takeover Bid Gartner has agreed to make the Offer within the time required by the Corporations Act and to publicly propose the takeover bid by making the announcement on the ASX, immediately after both parties have executed it. (ii) Director s Recommendation And Acceptance IDEAS represented to Gartner that each of its Directors: will, in the absence of a superior proposal unanimously recommend that Shareholders accept the Offer; intend to accept the Offer in respect of any Shares they or their associates control in the absence of a superior proposal; and promote the takeover bid and direct IDEAS share registry to cooperate with Gartner in implementing the takeover bid. (iii) Exclusivity From the date of the BIA until the end of the Offer Period, IDEAS agreed it would not: solicit any other proposal; talk to anyone in a way that could reasonably lead to a competing takeover proposal; or allow anyone to undertake due diligence investigations in a way that would give rise to a competing takeover proposal, and (iv) Matching Right IDEAS agreed that it would notify Gartner if any of the above occurred. IDEAS has provided Gartner with the opportunity to match a competing takeover proposal within 5 days of receiving notice from IDEAS. 17

24 (v) Fiduciary Duty Exception IDEAS would not be constrained by its exclusivity undertaking in connection with an unsolicited competing takeover proposal, where the Board has determined in good faith (after receiving written advice from its legal and financial advisers) that to not take the relevant action would likely constitute a breach of the directors fiduciary or statutory obligations. (vi) Restrictions On IDEAS Business From the date of the BIA until the end of the Offer Period, IDEAS agreed to conduct its business in the ordinary proper course and otherwise in accordance with the restrictions in the BIA, including not to change its share structure or pay any dividends, not to enter into any major transactions and maintain current liabilities within normal levels, and not to do anything that would cause a breach of the Offer Conditions. (vii) Appointment Of Gartner Directors IDEAS must procure the resignation and appointment of such directors as nominated by Gartner as soon as practicable after Gartner acquires a relevant interest in 50.1% of the Shares and the Offer becomes unconditional. (viii) Conditions Precedent It is a condition precedent of the parties obligations under the BIA that IDEAS used reasonable efforts to procure that the counterparties to the Pre-Bid Acceptance Agreements, Non-Compete Agreements and Option Transfer Agreements entered those agreements at the same time as entry into the BIA. All these agreements have been entered into on or about the date of BIA except for 2 Option Transfer Agreements in respect of a total of 13,200 Options. IDEAS has obtained a waiver of the conditions precedent from Gartner in respect of these two Option Transfer Agreements. (ix) Definition of Superior Takeover Proposal Superior Takeover Proposal is defined to mean a competing takeover proposal that the Board has determined in good faith, after receiving written advice from its legal and financial advisers, is more favourable to Shareholders than the Offer (as varied by Gartner, or any subsequent proposal made by Gartner), having regard to all aspects of the competing takeover proposal and the Offer, including: (1) the consideration offered under the competing takeover proposal and the Offer; (2) the status of the competing takeover proposal and the Offer; and (3) the likelihood of the conditions of the competing takeover proposal and the Offer being satisfied within a reasonable period of time. 18

25 (x) Break Fee To compensate Gartner for its costs of pursuing the takeover bid, IDEAS must pay a compensation amount of $200,000 to Gartner if the takeover bid fails due to the conduct of the IDEAS or a Director due any of the following circumstances: (1) Before the end of the Offer Period any person, other than Gartner, acquires voting power in more than 50% of all the Shares on issue; (2) Any Director recommends a competing takeover period; (3) Any Director fails to recommend the Offer in all public announcements about the Offer after the date of the BIA or withdraws or adversely modifies an earlier recommendation of the Offer; (4) IDEAS materially breaches this Agreement and, to the extent the breach is capable of rectification, is not rectified within 5 business days after notification from Gartner; or (5) IDEAS breaches its exclusivity obligations. (xi) Representations And Warranties IDEAS and Gartner have provided warranties to each other that relating to awareness of acts affecting satisfaction of the Offer Conditions, due incorporation, power and authority to enter into the BIA, due execution of the BIA, adherence with laws in entering the BIA, no contractual restrictions on entry into the BIA and solvency. IDEAS further warrants to Gartner at the time of the BIA and immediately prior to the Offer Period, that it has provided all material information Gartner needs in connection with the takeover bid, the material accuracy of disclosed information, that it has complied with its ASX disclosure obligations, that there are no undisclosed litigation proceedings, no breach of Australian or foreign laws, no event requiring restatement of financial statements and accuracy of the number of Shares and Options on issue. (xii) Limitation Of Liability IDEAS total liability under the BIA, for breach of warranty or otherwise, is limited to a maximum of the compensation amount of $200,000 and will not be liable for indirect or consequential losses. (xiii) Termination Either party may terminate the BIA if: any Court or regulatory body prohibits the takeover bid; the other party is in material breach of the BIA and hasn t rectified it with the agreed time period; or the Offer lapses. 19

26 (b) (c) Gartner may terminate the BIA: where the Board has received a superior proposal, IDEAS has complied with its obligations to provide Gartner with an opportunity to match and any Director withdraws or adversely modifies their recommendations; the Board has received a superior proposal and the competing bidder increases its voting power to 50% or more during the Offer Period; if there is a material breach of a representation or warranty given by IDEAS; and any Director does not recommend the Offer and does not accept the Offer in respect of their, or their associates, Shares. (xiv) Offer Conditions The takeover bid is subject to several Offer Conditions set out in Schedule 1 of this Target s Statement. Both IDEAS and Gartner agreed not to do anything that would or is reasonably likely to result in any of the Offer Conditions not being fulfilled. Non-Competition Deeds On 20 April 2012, Stephen Bowhill, Ian Birks and Peter Wallace entered into separate Non-Competition Deeds in favour of Gartner s parent (Gartner, Inc.) and its related bodies corporate. Under these Non-Competition Deeds, from the date that is the earlier of: (i) the date on which the Offer is declared unconditional and Gartner has acquired a voting interest of greater than 90%; or (ii) the close of the Offer Period, for a period of 36 months, the named individuals are restricted globally from participating in a competing business and soliciting any employee of IDEAS to participate in a competing business. Option Transfer Agreements On 20 April 2012, Stephen Bowhill entered into an Option Transfer Agreement (OTA), with Gartner and IDEAS. Under the OTA, Stephen agreed to a conditional transfer of all of the Options to Gartner for an amount equal to, in respect of each Option, the Offer Price less the Exercise Price (as defined in the OTA), subject to: the Offer being declared free from all Offer Conditions; Gartner having acquired voting power in IDEAS of at least 50.1%; certain approvals being met; and IDEAS obtaining a waiver of ASX Listing Rule

27 (d) If all of the conditions are not satisfied by a certain date, each OTA will automatically terminate. The Options can be transferred within 10 business days of the last of the conditions being satisfied or as otherwise agreed. The company has agreed to use its reasonable endeavours to obtain the waiver of ASX Listing Rule Anthony Iams and Richard Partridge have also entered into OTAs in respect of their combined 13,200 Options. Pre-Bid Acceptance Agreements On 20 April 2012, Stephen Bowhill, Ian Birks and CastleQuest Corporation Pty Limited (as trustee for the Tulloch Family Trust) entered into separate Pre-Bid Acceptance Agreements (PBAA), with Gartner which obliges them to each accept the Offer in respect of a total of 19.9% of all Shares on issue. (e) Endeavour Capital Consulting Agreement The deed of appointment dated 20 March 2012 appoints Endeavour Capital to provide advisory services to IDEAS during the takeover process. Peter Wallace, the Non-Executive Chairman of IDEAS is also the Managing Director of Endeavour Capital. Under this deed of appointment, IDEAS agrees to pay a monthly charge of $7000+GST to Endeavour Capital between February 2012 to June 2012 plus, if required, charges relating to significant travel Consent To Inclusion Of Statements This Target s Statement names the following entities: Endeavour Capital, as strategic adviser to IDEAS; Marlin & Associates, as corporate adviser to IDEAS; Ernst & Young, as auditor of the IDEAS; and Sparke Helmore Lawyers as legal adviser to IDEAS. Each of Endeavour Capital, Marlin & Associates, Ernst & Young and Sparke Helmore Lawyers consents to being named in this Target s Statement in the form and context in which they are named and each has not withdrawn their consent before this Target s Statement has been lodged with ASIC. None of them take responsibility for any part of this Target s Statement other than a reference to their name and should not be regarded as having made any statement in this Target s Statement nor having authorised the issue of it Publicly Available Information IDEAS is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. Copies of announcements lodged with the ASX can be obtained from either the ASX website ( or IDEAS website ( 21

28 This Target s Statement contains statements which are made in or based on statements made in, documents lodged by various parties (including Gartner) with ASIC, or given to the ASX, namely in the Bidder s Statement. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, those statements being included in this Target s Statement. As required by ASIC Class Order CO 01/1543, IDEAS will make available a copy of these documents (or of relevant extracts from these documents), free of charge, to Shareholders who request it during the Offer Period. As permitted by ASIC Class Order 03/635, this Target s Statement may include or be accompanied by certain statements: (a) fairly representing a statement by an official person; or (b) from a public official document or a published book, journal or comparable publication Material Litigation The Directors are not aware of IDEAS being a party to any material litigation. However IDEAS has received a letter from the solicitors of CaseWare International Inc dated 31 October 2010 notifying of a potential infringement on their client s trademark IDEA No Other Material Information This Target s Statement is required to include all the information that 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 investors and their professional advisers to expect to find the information in this Target s Statement; and only if the information is known to any Director. Your Directors are of the opinion that all the information that Shareholders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Offer, is the information: contained in the Bidder s Statement; which has been previously disclosed by IDEAS as a disclosing entity in accordance with its continuous disclosure and reporting obligations to the ASX and ASIC; contained in Gartner releases prior to the date of this Target s Statement; and contained in this Target s Statement. Your Directors do not take any responsibility for the contents of the Bidder s Statement and are not to be taken as endorsing, in any way, any or all of the statements contained in it. 22

29 10.8 Early Dispatch Of Takeover Documents Your Directors have agreed that Gartner may send the Bidder s Statement to Shareholders earlier than would otherwise be permitted under the Corporations Act Further Developments Should there be any developments during the Offer Period (for example, the emergence of a superior proposal from Gartner or another bidder) which would alter the Directors recommendations in relation to the Offer, Shareholders will be notified through a supplementary Target s Statement. 11 Approval Of Target s Statement This Target s Statement has been approved by a resolution of the Board. Signed for and on behalf of Ideas International Limited: Dated 7 May 2012 Managing Director 23

30 12 Definitions And Interpretations 12.1 Definitions In this Target s Statement, unless the context otherwise requires: $ means the currency of Australia; AEST means Australian Eastern Standard Time; Announcement Date means 20 April 2012, being the date that the Offer was announced to the ASX; ASIC means the Australian Securities and Investments Commission; ASX means ASX Limited (ABN ), and where the context requires, the Australian Securities Exchange; ASX Listing Rules means the official listing rules of the ASX as amended, varied, modified or waived from time to time; Gartner means Gartner Australasia Pty Limited ACN ; Gartner Shares means fully paid ordinary shares in the capital of Gartner; Bidder s Statement means the bidder s statement issued by Gartner dated 30 April 2012; BIA means the Takeover Bid Implementation Agreement between IDEAS and Gartner dated 20 April 2012 to implement the Offer as summarised in Section 10 of the Target s Statement; Board means the board of directors of the IDEAS; CHESS means the Clearing House Electronic Sub register System, which provides for electronic share transfers in Australia; Controlling Participant means the participant who is designated as the controlling participant for the Shares in a CHESS Holding in accordance with the ASX Settlement Rules; Corporations Act means the Corporations Act 2001 (Cth); Director means a member of the Board; IDEAS means Ideas International Limited ACN ; IT means information technology; Notice of Status of Conditions means Gartner s notice disclosing the status of the Offer Conditions which is required to be given by subsection 630(3) of the Corporations Act; Offer means the Offer to be made by Gartner to acquire Shares on the terms set out in Section 15 of the Bidder s Statement; Offer Conditions means the Offer conditions set out in Schedule 1 of this Target s Statement and Section 15 of the Bidder s Statement and which form part of the Offer terms; 24

31 Offer Period means the period during which the Offer remains open for acceptance and commences on the date of the Offer and ceases on the date of close of the Offer; Offer Price means the consideration offered for each Share under the Offer; Options means options to be issued Shares; Option Holders means a person registered as a holder of Options; Prescribed Occurrences means those events listed in Section 652C of the Corporations Act; Record Date means the date set by Gartner under Section 633(2) of the Corporations Act, being 30 April 2012; Related Bodies Corporate has the meaning given to it in the Corporation Act; Section means the relevant Section referred to in the Target s Statement or the Bidder s Statement; Shares means the fully paid ordinary shares in the capital of IDEAS; Shareholder means a person registered in the register of members of IDEAS as at the Record Date as a holder of one or more Shares; Target s Statement means this document being the statement of IDEAS under Part 6.5 Division 3 of the Corporations Act relating to the Offer; and VWAP means the volume weighted average price of the Shares, which is the ratio of the value of all Shares traded to total volume of Shares traded in a relevant period Interpretation In this Target s Statement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) (c) (d) (e) (f) a reference to an individual or person includes a corporation, firm, partnership, joint venture, association, authority, trust, state or government and vice versa; a reference to any gender includes all genders; where a word or phrase is defined, its other grammatical forms have a corresponding meaning; a term not specifically defined in this Target s Statement has the meaning given to it (if any) in the Corporations Act or the ASX Settlement Operating Rules, as the case may be; unless otherwise specified, a reference to a Section, clause, annexure or schedule is to a Section, clause, annexure or schedule of or to this Target s Statement; 25

32 (g) (h) (i) (j) a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time; a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation under, that legislation or legislative provision; the words including, such as, particularly and similar expressions do not imply limitation; and headings are for convenience of reference only and do not affect interpretation. 26

33 Schedule 1 Offer Conditions The Offer and any contract arising from the acceptance of the Offer is subject to fulfilment of the following Offer Conditions: (a) Minimum acceptance condition That by the end of the Offer Period, Gartner has a relevant interest (as defined in the Corporations Act) in at least 90% of the Shares. (b) Index decline That between the Announcement Date and the end of the Offer Period the S&P ASX 100 Index does not fall to a level that is 90% or less of the level as at the close of trading on the Business Day immediately before the date of the BIA. (c) Regulatory and Third Party Approvals That before the end of the Offer Period, all approvals or consents that are required by law, or by any Government Agency, or by any third party as are necessary to permit: (1) the Offer to be lawfully made to and accepted by the Shareholders; (2) the acquisition of the Shares by Gartner to be completed are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew them; and (3) no material breach of a material agreement or obligation, including IDEAS Material Contracts. (d) Conduct of IDEAS business Between the Announcement Date and the end of the Offer Period, neither IDEAS, nor any Subsidiary of IDEAS: (1) declares or distributes any dividend, bonus issue or other share of its profits or assets other than the Permitted Dividend; (2) makes any changes to its constitution or passes any special resolution or amends the terms of issue of any shares, options or other convertible securities; (3) gives or agrees to give any Third Party Rights over any of its assets which assets have a value in excess of $250,000 otherwise than in the ordinary course of business and which is consistent with the plans of IDEAS which have been disclosed to the ASX prior to the date of the BIA; (4) borrows or agrees to borrow any money in excess of $250,000 (except for working capital borrowing from its bankers in the ordinary course of business); 27

34 (5) releases, discharges or modifies any obligation in excess of $250,000 to it of any person, firm or body corporate or agrees to do so; (6) conducts its business otherwise than in the ordinary course where such conduct would be material to IDEAS or the relevant Subsidiary; (7) acquires or disposes of, or enters into or announces any agreement for the acquisition or disposal of, any asset or business, or enters into any corporate transaction with a value in excess of $250,000 or which would or would reasonably be likely to involve a material change in the manner in which IDEAS conducts its business; (8) except as required by law does any of the following without the prior written consent of Gartner: (A) (B) (C) enter or agree to enter into any new contract of service or substantially vary or agree to substantially vary any existing contract of service with any director or executive officer; make or agree to make any substantial change in the basis or amount of remuneration of any director or executive officer; or except as provided under any superannuation, provident or retirement scheme or contract in effect on the date of this BIA, pay or agree to pay any retirement benefit or allowance to any director or executive officer; or (D) enter or agree to enter into any settlement with any tax authorities of any tax obligations; (9) engages in material non-compliance of any regulatory requirements (whether actual, potential or alleged); or (10) passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation. Nothing in this Section (d) shall apply in relation to any dealings, agreements or arrangements between: (1) IDEAS and any directly or indirectly wholly owned Subsidiary of IDEAS; or (2) any directly or indirectly wholly owned Subsidiaries of IDEAS which does not have an adverse effect on the IDEAS group taken as a whole. 28

35 (e) (f) No material transactions None of the following events occur between the Announcement Date and the end of the Offer Period: (1) IDEAS, or any Subsidiary of IDEAS, acquires, offers to acquire, agrees to acquire or acquires an interest in property or other assets with a value of more than $250,000 (other than in the ordinary course of business and which is consistent with the plans of IDEAS which have been disclosed to the ASX prior to the date of the BIA) or makes an announcement in relation to such an acquisition; (2) IDEAS, or any Subsidiary of IDEAS, disposes (including by grant of Third Party Rights), offers to dispose, agrees to dispose or disposes of interests in property or other assets with a value of more than $250,000 (other than in the ordinary course of business and which is consistent with the plans of IDEAS which have been disclosed to the ASX prior to the date of the BIA) or makes an announcement in relation to such a disposal; (3) IDEAS, or any Subsidiary of IDEAS, enters into, offers to enter into or announces that it proposes to enter into any joint venture, asset or profit sharing, partnership or dual listed company structure in respect of an asset with a value of more than $250,000 or makes an announcement in relation to such a commitment; (4) IDEAS holds Net Current Asset of less than $2,600,000; (5) IDEAS, or any Subsidiary of IDEAS, incurs transaction expenses in relation to the Offer in excess of $750,000; and (6) IDEAS, or any Subsidiary of IDEAS, enters into any corporate restructure steps or enter into any agreements, contracts or documents or take any action in connection with a corporate restructure of the IDEAS group. Nothing in this Section (e) shall apply in relation to any dealings, agreements or arrangements between: (1) IDEAS and any directly or indirectly wholly owned Subsidiary of IDEAS; or (2) any directly or indirectly wholly owned Subsidiaries of IDEAS which does not have an adverse effect on the IDEAS group taken as a whole. Material Adverse Change Between the Announcement Date and the end of the Offer Period: (1) there not having occurred, been announced, become probable or imminent or become known to Gartner or IDEAS (whether or not becoming public) any Material Adverse Change; and 29

36 (g) (h) (2) it not becoming known to Gartner or IDEAS that information publicly filed by IDEAS or any of its Subsidiaries prior to the Announcement Date is, or is likely to be, incomplete, incorrect, untrue or misleading in a material respect. Material contracts Between the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise or threatens or otherwise states an intention in writing to exercise any right (whether subject to conditions or not) which has or is reasonably likely to result in: (1) termination or variation of any material agreement having a revenue effect of greater than $200,000 on the business of IDEAS, including IDEAS Material Contracts with IDEAS or a Subsidiary of IDEAS or any action being taken or claim arising under such an agreement; (2) the interest of IDEAS or any Subsidiary of IDEAS in any material firm, material joint venture, material trust, material corporation or other material entity or material asset being terminated, modified or required to be transferred, disposed of or redeemed; or (3) the business of IDEAS or any material Subsidiary of IDEAS with any other person being materially adversely affected, as a result (directly or indirectly) of Gartner acquiring or proposing to acquire IDEAS Shares. Prescribed Occurrences Between the date of the BIA and the end of the Offer Period, none of the occurrences listed in section 652C(1) or (2) of the Corporations Act happen (other than the issue of Shares pursuant to the exercise of options issued before the Announcement Date), that is: (1) IDEAS converts all or any of its shares into larger or smaller number of shares; (2) IDEAS or a Subsidiary of IDEAS resolves to reduce its share capital in any way; (3) IDEAS or a Subsidiary of IDEAS: (A) enters into a buy-back agreement; or (B) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act; (4) IDEAS or a Subsidiary of IDEAS issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option; (5) IDEAS or a Subsidiary of IDEAS issues, or agrees to issue, convertible notes; 30

37 (i) (j) (6) IDEAS or a Subsidiary of IDEAS disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property; (7) IDEAS or a Subsidiary of IDEAS charges, or agrees to charge, the whole, or a substantial part, of its business or property; (8) IDEAS or a Subsidiary of IDEAS resolves to be wound up; (9) the appointment of a liquidator or provisional liquidator of IDEAS or a Subsidiary of IDEAS; (10) a court makes an order for the winding up of IDEAS or a Subsidiary of IDEAS; (11) an administrator of IDEAS, or a Subsidiary of IDEAS, is appointed under section 436A, 436B or 436C of the Corporations Act; (12) IDEAS or a Subsidiary of IDEAS executes a deed of company arrangement; or (13) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of IDEAS or a Subsidiary of IDEAS. No material litigation That before the end of the Offer Period, there not having occurred, been announced, become imminent or become known to IDEAS (whether or not becoming public) any legal proceedings, arbitration, mediation or other dispute resolution process that is taking place or pending or threatened in respect of IDEAS or its Subsidiaries. No threatened action That before the end of the Offer Period: (1) there is not in effect any preliminary or final decision, order or decree issued by a Government Agency; (2) no action or investigation is announced or commenced by a Government Agency; and (3) no application is made to any Government Agency (other than by the Gartner or any of its Associates), in consequence of or in connection with the Offer (other than an application to or a determination by ASIC or the Takeovers Panel in the exercise of the powers and discretions conferred by the Corporations Act), which restrains, impedes, prohibits or delays (or if granted could restrain, impede, prohibit or delay) or otherwise materially adversely impacts upon the making of the Offer or any transaction contemplated by the BIA, the Offer or the rights of the Gartner in respect of IDEAS or otherwise. 31

38 Definitions In addition to the definitions in section 12, the following definitions apply to Schedule 1: Agreed Offer Terms means the terms of the Offer set out in sections 4.1 to 4.3 of the Target Statement and the Offer Conditions; Associates has the meaning given in section 12(2) of the Corporations Act; BIA is defined to mean the Takeover Bid Implementation Agreement between IDEAS and Gartner dated 20 April 2012 including any schedule or annexure to it; Business Day is defined to mean a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made; Encumbrance means in relation to any asset: (a) a mortgage, charge, lien, pledge, hypothecation or other encumbrance over the asset; (b) a profit a prendre, easement or restrictive covenant affecting the asset; (c) a caveat, garnishee order, writ of execution, right of set-off, assignment by way of security, deposit of money by way of security or monetary claim affecting the asset; (d) a preferential interest, trust, title retention arrangement (other than in the ordinary course of business), or other estate, interest, claim or arrangement affecting the asset; (e) a right, including a contractual right, an option, a right of first refusal, a right of pre-emption or other right, to acquire the property or to restrain any person from acquiring the asset; (f) a right, including a lease, licence or other right, to occupy or use the asset; or (g) an agreement to grant, create or register any of them or to allow any of them to exist, and whether the Encumbrance is registered or unregistered, statutory, legal or equitable; Government Agency is defined to mean any government and any government body whether: (a) legislative, judicial or administrative; (b) a department, commission, authority, tribunal, agency or entity; (c) commonwealth, state, territorial or local; but does not include a government body in respect of any service or trading functions as distinguished from regulatory or fiscal functions; 32

39 IDEAS Material Contracts is defined to mean: (a) any client contract to which annual sales bookings of not less than $500,000 are attributable in the current or most recently completed fiscal year; and (b) any current statement of work, proposed and/or purchase order with a value not less than $200,000 issued under a client contract to which annual sales bookings of not less than $500,000 are attributable in the current or most recently completed fiscal year; Material Adverse Change is defined to mean one or more events, changes, circumstances or conditions which occurs or is announced or becomes known to Gartner (individually or when aggregated) which have or could reasonably be expected to have, a material adverse effect on the business, financial or trading position, assets or liabilities, profitability or prospects of IDEAS or any of its Subsidiaries taken as a whole including but not limited to termination of an IDEAS Material Contract; Net Current Asset is defined to mean IDEAS current assets including cash and marketable securities less the current liabilities as measured and presented in the same form and using the same accounting policies and procedures as in IDEAS financial statements for the period ended 31 December 2011; Permitted Dividend is defined to mean the dividends declared on 24 February 2012 by IDEAS of $0.05 per Share and which were payable on 11 April 2012; Subsidiary has the meaning given in the Corporations Act; Takeover Bid is defined to mean an off-market takeover bid pursuant to Chapter 6 of the Corporations Act and the BIA under which Gartner offers to acquire the Shares (other than any Shares held by Gartner or its Associates prior to the commencement of the Offer Period) on terms no less favourable to Shareholders than the Agreed Offer Terms; Third Party Rights is defined to mean means all Encumbrances or adverse interests of any nature and restrictions on transfer of any nature (legal or otherwise). 33

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