Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

1 Title 2 Application 3 Expiry 4 Interpretation 5 Exemption from rule 6(1) of Code 6 Conditions of exemption

1	Title This notice is the Takeovers Code (Metlifecare Limited) Exemption Notice 2007.
2	Application This notice applies to acts or omissions occurring on or after 25 October 2007.
3	Expiry This notice expires on the close of 30 June 2008.

4	Interpretation
(1)	In this notice, unless the context otherwise requires,- acquisition means the acquisition by MGIH, under the scheme of arrangement, of all of the ordinary shares in Macquarie Investment Holdings No. 2 Pty Limited (a company incorporated in Australia) held by MBL Act means the Takeovers Act 1993 Code means the Takeovers Code under the Act former shareholder of MBL means a person whose name is entered on the MBL share register at the start of the record date ineligible foreign shareholders means former shareholders of MBL whose addresses, as shown on the MBL share register, are in a jurisdiction in which shares (to be issued by MGL under the scheme of arrangement) will not be offered MBL means Macquarie Bank Limited, a company incorporated in Australia MGIH means Macquarie Group International Holdings Pty Limited, a company incorporated in Australia MGL means Macquarie Group Limited, a company incorporated in Australia record date means the date specified as the record date in the scheme proposal for the scheme of arrangement scheme of arrangement means the court-approved scheme of arrangement under Part 5 of the Corporations Act 2001 of the Commonwealth of Australia and described in the scheme proposal dated on or about 25 October 2007.
(2)	In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Metlifecare Limited.
(3)	Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5	The following persons are each exempted from rule 6(1) of the Code in respect of any increase in their voting control in Metlifecare Limited as a result of the acquisition: MGL: MGIH: Macquarie Group Holdings No. 2 Ltd, a company incorporated in Australia: Macquarie Capital Group Pty Limited (formerly called Macquarie (1 Nicholson Street) Nominees Pty Ltd), a company incorporated in Australia.
6	Condition of exemption
(1)	The exemption is subject to the condition that, immediately following the acquisition, each former shareholder of MBL holds the same percentage of shares in MGL as the percentage of shares in MBL that the shareholder held at the start of the record date.
(2)	For the purposes of subclause (1), a variation in the percentage of shares held is irrelevant if- the variation arises because up to 0.5% of the shares in MGL are not held by the former shareholders of MBL; and those shares are not held by former shareholders of MBL because, under the scheme of arrangement, ineligible foreign shareholders will receive cash instead of MGL shares.

Dated at Wellington this 23th day of October 2007.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice applies to acts or omissions occurring on or after 25 October 2007 and expires on the close of 30 June 2008.

The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Macquarie Group Limited (MGL), Macquarie Group International Holdings Pty Limited (MGIH), Macquarie Group Holdings No. 2 Ltd, and Macquarie Capital Group Pty Limited (formerly called Macquarie (1 Nicholson Street) Nominees Pty Ltd) in respect of any increase in the percentage of voting rights in Metlifecare Limited controlled by each of them, as a result of the merger of Macquarie Bank Limited (MBL) and MGL by means of a court-approved scheme of arrangement under the Corporations Act 2001 of the Commonwealth of Australia.

Retirement Villages New Zealand Limited (RVNZ) holds approximately 82% of the shares in Metlifecare Limited, having acquired that shareholding through a Code offer in November 2005.

MBL and FKP Limited (FKP) jointly control the 82% of Metlifecare Limited held by RVNZ through their respective interests in the Retirement villages Group (RVG). RVG is to be restructured.

Following RVG's restructuring, MBL will (jointly with FKP) control the 82% of Metlifecare Limited held by RVNZ, through its wholly owned subsidiary Macquarie Investment Holdings No. 2 Pty Limited (MIH2L).

MBL proposes to restructure by separating its operations between banking and non-banking subgroups, to be held by a new non-operating holding company, MGL. Under the restructuring, MBL's shareholding in MIH2L (and therefore its interest in RVG and control over the 82% of Metlifecare Limited held by RVNZ) will be transferred to MGIH, a wholly owned subsidiary of Macquarie Capital Group Pty Limited, which is in turn a wholly owned subsidiary of Macquarie Group Holding No. 2 Ltd. The latter is to be the holding company for the non-banking subgroup.

Except for ineligible foreign shareholders, shareholders in MBL will become shareholders in MGL on a one-for-one basis. Ineligible foreign shareholders are those MBL shareholders that are not resident in jurisdictions in which MGL shares will be offered under the scheme of arrangement.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because-

• the acquisition under the scheme will not result in an effective change of control of Metlifecare Limited; and
• shareholders in Metlifecare Limited will not be disadvantaged by not having the opportunity to vote on the proposed transaction because the proposed transaction will have no real effect on those shareholders; and
• the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 25 October 2007
This notice is administered by the Takeovers Panel.