Takeovers Panel Considers Rank's Proposed Offer May Not Comply With Code


9 February 2006

The Takeovers Panel will hold a meeting on Monday 13 February 2006 to determine whether Rank Group Investments Limited's proposed takeover offer for Carter Holt Harvey Limited complies with the Code.

On 3 February 2006 Rank gave notice of its intention to make a further takeover offer for the shares in CHH it does not already hold. The draft offer document which accompanied the notice stated the offer price as $2.75 in cash, comprising a base consideration of $2.70 plus an additional payment of $0.05 per share.

The draft offer document stated that the offer price of $2.75 per share would be paid only if Rank received sufficient acceptances to become the holder or controller of more than 90% of CHH by the close of the seventh business day after the date of the offer. If Rank became the holder or controller of more than 90% of CHH after that seven day period the offer price would be $2.70 per share.

The Panel considers that the terms of Rank's proposed offer may not comply with the requirement in the Code that an offer be open for 30 days. The limiting terms of the proposed offer in respect of the full offer price of $2.75 have the effect of shortening the offer period for an offer at that full price from 30 days to seven business days.

A formal notice of the meeting is available on the Panel's website at www.takeovers.govt.nz

The Panel is not issuing any restraining orders in relation to the proposed offer because under the Code the offer document cannot be sent to shareholders until Friday 17 February 2006 at the earliest.