Vector Announces NGC Takeover Offer

Vector Announces Intention To Make Takeover Offer For Remaining Ngc Shares

Vector Limited (VCT) advises that it has sent to NGC Holdings Limited (NGC) a notice of its intention to make an offer for the 32.79% of NGC shares it does not already own (the Takeover Offer).

As part of its initial public offer announced today, Vector will set aside shares as part consideration for the purchase of NGC shares under the Takeover Offer. An investment statement has been prepared in relation to the shares in Vector and will be mailed to NGC shareholders with a takeover offer when the formal Takeover Offer is made.

Vector will offer $3.40 for each fully paid ordinary NGC share, to be satisfied by: Issuing Vector shares having an aggregate issue price of $2.62; plus A cash payment of $0.78. Shareholders of NGC whose registered address on the NGC share register is not in New Zealand (overseas investor), will be offered cash. The cash amount will be determined by Vector issuing to a nominee the Vector shares that would have been allotted to the overseas investor if they had a registered address in New Zealand.

The nominee will sell those shares and the sale proceeds (net of brokerage) when aggregated with the cash component of the consideration (being $0.78 per NGC share) will be transferred to the overseas investor (less any applicable taxes).

The Takeover Offer is due to open on July 11 and close at 5:00pm on August 10 2005.

Application has been made to NZX for permission to list Vector shares, and all the requirements of NZX relating thereto that can be complied with on or before the date of this announcement have been duly complied with.

However, NZX accepts no responsibility for any statement in this announcement.

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