Sydney - 29 December 2006.

Customers Limited (ASX:CUS) announced today that it had entered a definitive agreement to acquire ATM Solutions Australasia Pty Limited (ATM Solutions) from Macquarie Payments Infrastructure Holdings Ltd, a subsidiary of Macquarie Bank Limited.

ATM Solutions operates a large well established ATM network predominately in the hotel, club and convenience market. It is one of the largest ATM networks in Australia and comprises some 3,300 ATMs.

The Chairman and Managing Director of Customers Limited, Mr Greg Baker said today "Just 2 years ago we set a strategic vision to become Australia's leading listed payments system business. Our emphasis was to strongly grow our ATM position and then deliver profitable services via an established retail footprint.

"By combining ATM Solutions with our existing network we are confident Customers will create a new competitive force in the payments industry. Our increased scale will enhance our ability to deliver competitive services to the Australian marketplace and beyond."

Following the ATM Solutions acquisition, Customers will become the owner of one of the largest ATM networks in Australia with over 5,000 ATMs. Mr Baker added, "Our increased scale will deliver additional benefits via our Joint Venture processing operation with Bendigo Bank and MasterCard - Strategic Payments Services (SPS). SPS will provide us with the capability to deliver advanced functionality and new products and services into the market on a highly cost competitive basis. These developments, combined with our outstanding growth potential in Asia, and in particular China, means we are very positive about the potential for our business over the next 3-5 years."

The purchase price of $125 million will be settled in cash with an additional amount of between $5.0 million payable in cash or $7.5 million payable in Customers shares. The higher price would be paid subject to the achievement of additional earnings prior to completion.

The acquisition will be funded through a placement of approximately $90 million at 20 cents per share to institutions and sophisticated investors. A Share Purchase Plan (SPP) to enable all Customers retail shareholders to purchase up to $5,000 of shares at the same price as the share placement will be offered to all existing shareholders. Bell Potter Securities Limited will fully underwrite the entire equity raising. In addition $40 million of senior bank debt will be utilised to fund the transaction. The total funds raised will also cover all deal and integration costs.

The transaction will be subject to necessary approvals including a General Meeting of shareholders. Should Customers not proceed to complete the acquisition it will be required to pay a $2 million break fee.

A notice of meeting and explanatory memorandum for the shareholders' meeting will be dispatched in due course. It is anticipated a shareholders' meeting will be held late February 2007 with the transaction completing during April 2007.

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