Takeovers Panel Declines Vector Exemption


2 November 2004

During October the Panel received an exemption application from Vector Limited and The Australian Gas Light Company (AGL) relating to the announcement by Vector that it was to make a takeover offer for all the shares in NGC Holdings Limited at a price of $3 per share (excluding any dividend).

The nature of the exemption requested would allow AGL to sell most of its interest in NGC Holdings, amounting to some 66% of total shares, through sale of a New Zealand holding company. This contrasts with the rules of the Code, which require a shareholder to sell its shares directly into an offer.

The Panel has considered this application at meetings held earlier today. Representatives from AGL, Vector and some of their advisers took part in one of the meetings.

After careful consideration the Panel declined to grant the exemption requested. The Panel considered that the reasons for requesting the exemption, which principally concerned taxation issues and the scale of transaction costs which may be incurred, did not provide a proper basis for the Panel to exercise its exemption powers. The Panel also noted that the Code provides other mechanisms which could be utilised in order for AGL to sell its interest in NGC Holdings.

Any statements concerning the future course of Vector's announced takeover offer for NGC Holdings will come from Vector and AGL.