Rubicon to consider GPG offer

29 August, 2002 Yesterday Rubicon Limited (Rubicon) announced to the NZSE that it had received from GPG Forests Limited (GPGF) (a wholly owned subsidiary of Guinness Peat Group plc - GPG), a notice of its intention to make a partial offer under the New Zealand Takeovers Code, in respect of a specified percentage of the fully paid shares in Rubicon which GPGF does not already hold (Outstanding Rubicon Shares), at a price of 75 cents per share.

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.

Under the New Zealand Takeovers Code GPGF must despatch its offer to Rubicon shareholders between 11 September and 27 September, and hold the offer open for 30 days.

In order to assess the GPGF offer Rubicon has established an Independent Committee of the Board, being all Directors other than Mr Tony Gibbs and Dr Gary Weiss (who are also directors of GPG). The Committee will appoint an Independent Advisor to report on the merits of the offer. That report, together with the Independent Committee’s recommendation, will be sent to shareholders as soon as it is available, but no later than 14 days following the despatch of GPGF’s offer.

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