TrustPower Limited buyback may not comply with the Takeovers Code

10 April 2003

The Takeovers Panel met today to consider whether the buyback offer made by Trustpower Limited (TrustPower) to all its shareholders in March 2003 complied with the Panel's relevant class exemption applicable to offers of this nature.

The Panel considers that the buyback offer may not comply with the terms of the class exemption because the offer to shareholders was made to them, and was to close, without their having an opportunity to consider an independent adviser's report on the merits of the buyback or any information about the likely outcomes of the buyback in terms of any changes in the control positions of the major shareholders in TrustPower.

As a consequence those shareholders of TrustPower who are seeking to, or are likely to, or who may, increase their control percentages in TrustPower as a result of the buyback, namely Infratil Limited, Alliant International New Zealand Limited, The Australian Gas Light Company, and the Tauranga Energy Consumer Trust may not have acted, may not be acting, or may intend not to act in compliance with rule 6 of the Code.

The Panel decided to convene a meeting to determine whether to exercise its powers under section 32 of the Takeovers Act 1993. The meeting will be held at 10.30 a.m. on Monday 14 April 2003 in Auckland. The meeting will be a private meeting.