Rubicon responds to GPG request

Rubicon responds to GPG request

The Special Committee of the Rubicon Limited (Rubicon) Board (being all directors other than Dr Gary Weiss and Tony Gibbs of GPG) has considered GPG Forests Limited (GPG) request that the Company agree to GPG amending its original 28 August 2002 intention to make an offer, so that the revised offer (if made) would be for 40% of the outstanding Rubicon shares that GPG does not already own at a price of 75 cents per share (conditional on achieving acceptances which would leave GPG holding more than 50% of Rubicon).

The Special Committee sought advice from the Takeovers Panel as to the factors the Committee should consider in approving or declining the GPG request. The Panel has said that “It is for the directors of Rubicon Limited when considering a request to approve a variation under 44 (1)(b)(iii) of the Takeovers Code to make a decision that is bona fide in the best interests of Rubicon Limited’s shareholders.”

The Special Committee strongly believes that it is in the best interests of Rubicon shareholders that they receive the Special Committee’s Response Statement (as required by Rule 46 of the Takeovers Code), which will include a full independent adviser’s report being undertaken by Grant Samuel, at the same time as the GPG offer is despatched to Rubicon shareholders. Based on the Special Committee’s belief that the Company should be in a position to respond by Friday 27 September, this would involve the Offer and Response Statement being sent to shareholders on that date.

Accordingly, the Committee has advised GPG that it is prepared to agree to its request on the basis that GPG amend its current offer in a form compliant with the Takeovers code and that both GPG’s and the Company’s documents are despatched on Friday 27 September 2002.

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