GPG Forests / Rubicon – offer would not comply

News Release 6 September 2002

GPG Forests / Rubicon – offer would not comply with Code

The Takeovers Panel met yesterday to consider two issues related to GPG Forests Limited’s (GPG Forests) proposed partial offer for Rubicon Limited’s (Rubicon) shares described in the takeover notice sent to Rubicon Limited on 28 August 2002.

First issue

The first issue was whether GPG Forests’ offer would comply with the Takeovers Code.

The Panel determined that it was not satisfied that the partial takeover offer for Rubicon of which notice was given by 28 August 2002 would comply with the Code.

The Panel considers that the Code does not permit partial offers to be made in the alternative. A partial takeover offer must be for one specified percentage that would take the offeror above 50% of the total voting rights of the target company, or for one specified percentage that is in the range of 20 – 50%, but then only subject to shareholder approval.

The Panel made an order restraining GPG Forests from acquiring securities in Rubicon through the making of a partial offer substantially in the same form contained in the takeover notice dated 28 August 2002. The order will expire at 5pm on Friday 27 September 2002.

Second issue

The second issue was whether, as a consequence of the Court order obtained by Guinness Peat Group Plc prohibiting Perry Corporation from disposing or agreeing to dispose of its shares in Rubicon, the partial takeover offer in the notice given by GPG Forests on 28 August 2002 would comply with the Code.

The Panel determined that it was satisfied that the Court injunction preventing Perry Corporation from disposing or agreeing to dispose of its shares in Rubicon would not render an otherwise Code-compliant offer to the shareholders of Rubicon in breach of the Code.

The Panel’s determinations and restraining order are published in full on www.takeovers.govt.nz.

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