Fletcher Challenge United States Note Offer

Fletcher Challenge United States Note Offer Successful

AUCKLAND 20 July 2000 - Fletcher Challenge’s offer to purchase up to US$1.1 billion worth of notes held by institutional investors in the United States has been successful with over 90 percent of noteholders in each series accepting the offer by the consent payment deadline of 18 July.

The offer is part of Fletcher Challenge’s debt repayment programme and remains open until August 2. It is conditional on completion of the sale of Fletcher Challenge to Norske Skog on July 28.

The attached statement is also being released in the United States today.

To: BUSINESS EDITOR From: SALLY MCLEAN
ASSISTANT TREASURER CAPITAL MARKETS

Fax: AUTO Telephone: 64-9-525 9098 / mobile 025 799 525
Fax: 64-9-525 0040

Please Note: If you do not receive page(s) including this page, or if any page is not readable, please call the sender immediately on telephone 64-9-525 9000. Further information on Fletcher Challenge Limited can be viewed at the Fletcher Challenge World Wide Web site, at http://www.fcl.co.nz

Receipt of Tenders and Consents From Over 90% of
Outstanding 6.75% Notes due 24 March 2005, 7.75% Notes due 20 June 2006,
7.5% Notes due 24 March 2007, 6.875% Notes due 24 March 2008,
8.25% Notes due 20 June 2016 and 7.875% Notes due 24 March 2017
of Fletcher Challenge Capital Canada Inc.

Vancouver, Canada, July 19, 2000 -- Fletcher Challenge Limited announced today that its subsidiary Fletcher Challenge Capital Canada Inc. (the “Company”) has received tenders and consents from holders of over 90% in principal amount of each series of its outstanding 6.75% Notes due 24 March 2005, 7.75% Notes due 20 June 2006, 7.5% Notes due 24 March 2007, 6.875% Notes due 24 March 2008, 8.25% Notes due 20 June 2016 and 7.875% Notes due 24 March 2017 (together, the “Notes”) in connection with its previously announced tender offers and consent solicitations.
In connection with the offers, the Company also sought consents to certain proposed amendments to the Indenture under which the Notes were issued in order to, among other things, facilitate Fletcher Challenge Limited’s plan to dismantle its current operational and capital structure. Supplemental indentures implementing such amendments have been executed with respect to each series of Notes, but the amendments will not become operative until the Company purchases the Notes pursuant to its previously announced tender offers.
The total consideration for the Notes includes a consent payment equal to 2% of the principal amount of the Notes tendered (i.e., $20 per $1,000 principal amount). To receive the total consideration for their Notes (including the consent payment), holders were required to have tendered Notes and delivered consents at or prior to 5:00 p.m., New York City time, on July 18, 2000 and not subsequently withdrawn such Notes. The Company has decided to extend the consent payment to all holders who tender Notes and deliver consents prior to the expiration of the offers.
The offers, which are conditioned upon the closing of the sale by Fletcher Challenge Limited of its Fletcher Challenge Paper Division to Norske Skogindustrier ASA, will expire at 5:00 p.m., New York City time, on August 2, 2000 (the “Expiration Time”), unless extended or earlier terminated. The purchase price for Notes being purchased pursuant to the offers will be determined on July 31, 2000, unless the offers are extended or earlier terminated. Payment for Notes tendered prior to the Expiration Time will be made in same day funds on the first business day following expiration of the offers, or as soon thereafter as practicable.
Credit Suisse First Boston is acting as Dealer Manager for the offers. The Information Agent is MacKenzie Partners, Inc., and the Depositary is The Chase Manhattan Bank.
Additional information concerning the terms of the offers and consent solicitations may be obtained from Credit Suisse First Boston at 1-212-325-2547 or 1-800-820-1653. Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from MacKenzie Partners, Inc. at 1-212-929-5500 or 1-800-322-2885.
This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related Indentures. The offers and the consent solicitations are made solely by the Offer to Purchase and Consent Solicitation Statement dated July 5, 2000.

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