• TAKEOVERS CODE (METLIFECARE LIMITED) EXEMPTION NOTICE 2009

Takeovers Code (Metlifecare Limited) Exemption Notice 2009

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

1

Title
This notice is the Takeovers Code (Metlifecare Limited) Exemption Notice 2009.

2

Application
This notice applies to acts or omissions occurring on or after 17 June 2009.

3

Expiry

This notice expires on the close of 16 November 2009.

4

Interpretation

(1)

In this notice, unless the context otherwise requires,-

acquisition means the proposed acquisition by Macquarie Capital International Holdings Pty Limited, a company incorporated in Australia, from Macquarie Financial Products Management Limited, also a company incorporated in Australia, of that company's legal and beneficial interest in the special shares

Act means the Takeovers Act 1993

Code means the Takeovers Code under the Act

Metlifecare means Metlifecare Limited

special shares means 1 fully paid A special share and 1 fully paid B special share in the capital of RVNZ Investments Limited

(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.

(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

Exemption from rule 6(1) of Code

The following persons are each exempted from rule 6(1) of the Code in respect of any increase in their voting control in Metlifecare as a result of the acquisition:

1. Macquarie Capital Group Limited, a company incorporated in Australia:
2. Macquarie Capital International Holdings Pty Limited, a company incorporated in Australia:
3. Macquarie Financial Holdings Limited, a company incorporated in Australia.

Dated at Wellington this 16^th day of June 2009.

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

This notice applies to acts or omissions occurring on or after 17 June 2009 and expires on the close of 16 November 2009.

The Takeovers Panel (the Panel) has granted an exemption to Macquarie Financial Holdings Limited (MFH), Macquarie Capital Group Limited (MCG), and Macquarie Capital International Holdings Pty Limited (MCIHPL) in respect of any increase in the percentage of voting rights in Metlifecare Limited (Metlifecare) held or controlled by each of them.

Macquarie Bank Limited (MBL) holds the legal interest in 1 fully paid A special share and 1 fully paid B special share (special shares) in the capital of RVNZ Investments Limited (RVNZI) as bare trustee for Macquarie Financial Products Management Limited (MFPML). The special shares carry certain rights to appoint directors to RVNZI. RVNZI holds or controls 81.96% of the voting rights in Metlifecare.

The bare trust will be terminated and the legal interest in the special shares will be transferred to the beneficiary, MFPML. MFPML, which is ultimately wholly owned by Macquarie Group Limited, will transfer the legal and beneficial interest in the special shares to MCIHPL, which is also ultimately wholly owned by Macquarie Group Limited. The transfer of special shares will result in MCIHPL, and therefore MFH, and MCG, holding or controlling more than 20% of the voting rights in Metlifecare.

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

• the transfer of the special shares will not result in an effective change of control of Metlifecare; and
• the shareholders in Metlifecare will not be disadvantaged by not having the opportunity to vote on the transfer of the special shares; and
• the exemption would maintain a proper relationship between the costs of complying with the Code and the benefits arising from that compliance.

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