GPG intention to make a partial takeover offer

Rubicon confirms receipt of GPG intention to make a partial takeover offer

28 August, 2002 Rubicon Limited (Rubicon) announced that this afternoon it received a notice from GPG Forests Limited (a wholly owned subsidiary of Guinness Peat Group plc) (GPG) of its intention to make a partial offer under the New Zealand Takeovers Code, in respect of fully paid ordinary shares in Rubicon which GPG does not already hold (Outstanding Rubicon shares), at a price of 75 cents per share. Under the Takeovers Code, the offer is able to made between 14 and 30 days from today.

The specified percentage of Rubicon shares for which the offer is intended to be made is:

EITHER
- 40% of the Outstanding Rubicon shares;
OR
- If :
- The offer is not accepted in respect of sufficient Outstanding Rubicon shares to leave GPG holding over 50% of the total ordinary shares in Rubicon on issue; and
- Approval is obtained from Rubicon shareholders in accordance with the requirements of the Takeovers Code,
then the percentage of the Outstanding Rubicon shares for which acceptances are received which would leave GPG holding between 30% and 50% of the total ordinary shares in Rubicon on issue.

The shares of Rubicon are currently halted on the NZSE. The independent directors of Rubicon will make a further announcement to the NZSE prior to the opening of trading tomorrow morning.

ENDS

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