Takeover Offer For Urbus Properties Limited

20 May 2005

ING Property Trust Holdings Limited Extends Takeover Offer For Urbus Properties Limited

Following its full takeover offer dated 27 April 2005 for Urbus Properties Limited, ING Property Trust Holdings Limited (“ING Holdings”) has given notice of an extension to the Offer period by 21 days. The Offer will now close at 11:59pm on 24 June 2005.

In the three weeks since the Offer opened, over 4,400 acceptance forms have been received representing more than 40% of the ordinary shares of Urbus. The directors of ING Holdings are pleased with the response to date, and the level of acceptance is in line with expectations. The extension is to allow those Urbus security holders who have not yet accepted the Offer additional time to do so.

Chairman of ING Property Trust Management Limited, Mike Smith, noted it was always expected that the process would take time, given the composition of the Urbus securities register.

“The Urbus shareholder base of over 7,500 investors is spread right around the country, and comprises predominantly retail – as opposed to institutional – investors. This means we are communicating with a much higher number of individual investors than might otherwise be expected.

“On the basis of the benefits expected to result from the merging of the two entities and the response we have received to date, we are confident the Offer will succeed.”

Mr Smith said the independent advice received from consultants and external analysts is overwhelmingly in support of the Offer.

He noted that the Board of Urbus had recommended all security holders should accept the Offer and that each Director of Urbus had announced they would accept the Offer in respect of those Urbus securities he owns or controls.
Mr Smith also noted that the merger of Urbus and ING Property Trust is expected to result in a number of benefits, including:

• Projected increased earnings per fully diluted Urbus share for the year ending 31 March 2006

• Projected increased gross distributions for Urbus shareholders and convertible notes holders for the year ending 31 March 2006, paid on a quarterly basis

• Increased diversification of the merged group’s portfolio by rental income, number of tenants and buildings

• A projected lower level of debt to total assets in the merged group

• Projected inclusion of the merged group in the NZSX50 index and a likely increase in the liquidity of securities on the NZSX

• The merged group is expected to be New Zealand’s second-largest listed property trust by market capitalisation

• A strong internationally recognised brand in ING.
All security holders in Urbus have been sent a pack containing the Takeover Offer Document, combined Prospectus and Investment Statement, Acceptance & Transfer Forms, and the Target Company Statement from Urbus.

ENDS

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