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NGC Announces Arrangement With Hutt Mana Trust

MEDIACOM-RELEASE-NATURAL-GAS-CORPORATION

NGC ANNOUNCES ARRANGEMENT WITH HUTT MANA ENERGY TRUST FOR PROPOSED $166M TAKEOVER OFFER FOR TRANSALTA MINORITY INTERESTS

Natural Gas Corporation Holdings Limited announced today its intention to make a formal takeover offer to all minority shareholders of TransAlta New Zealand Limited.

NGC Chairman, Mr Len Bleasel, said that, in the first step towards proposed full ownership of TransAlta, NGC had today entered into a conditional undertaking with the Hutt Mana Energy Trust involving the launch of a takeover and will file a 15-day restricted transfer notice with the New Zealand Stock Exchange.

Proceeding with the takeover is conditional upon Trust acceptance for its 14.6 percent interest following consultation with its beneficiaries, and on the approval of the Overseas Investment Commission. NGC has agreed with the Trust to extend the share acquisition offer on the same price terms to the other approximately 16,000 TransAlta minority shareholders should it be accepted by the Trust.

NGC proposes to acquire the remaining 59.7 million TransAlta shares for $2.79 each, with payment either by a share swap for NGC shares or by cash. This was the same price NGC paid on 31 March 2000 when it acquired a 75.8 percent interest in TransAlta from the former majority shareholder, TransAlta Energy Corporation of Canada. The proposal values the remaining TransAlta shares at approximately $166.6 million, with the proposed offer for the Trust's 36 million shares amounting to about $100.4 million.

NGC's share issue price in consideration for TransAlta shares had been determined at $1.50.

Subject to the takeover proceeding, NGC would also offer to acquire for NGC shares at the determined price the Trust's holding of 15.4 million TransAlta capital notes, representing 14 percent of the notes on issue, for $1.00 per note plus interest accrued up to the time any transaction occurred. However, Mr Bleasel said NGC did not intend to make an offer for the capital notes held by other minority shareholders.

NGC would issue approximately 77.4 million shares in consideration of the total value of the proposed transaction with the Trust of $116 million. Up to a further 44 million NGC shares could be issued to the other TransAlta minority shareholders, depending on the extent to which these shareholders elected shares rather than cash.

Mr Bleasel said NGC acknowledged and respected the Trust's obligation to consult with its beneficiaries and he was hopeful the Trust would be in a position to respond during September.

He also acknowledged the Trust's desire to remain involved in the energy sector and this was reinforced by the Trust's intention that, if it were to commit to the takeover offer, it would accept NGC shares as consideration.

Mr Bleasel said that if the Trust accepted the takeover offer, NGC had agreed to a number of provisions concerning future relationships between NGC and the Trust, similar to provisions in the shareholders' agreement NGC currently has with the Trust in respect to TransAlta. These included a commitment by NGC to the creation of a Retail Advisory Panel for consumers in areas covering the Trust's beneficiaries.

In addition, subject to Trust acceptance of the takeover offer, NGC's parent, The Australian Gas Light Company (AGL), had undertaken to enter into a shareholders' agreement with the Trust, with provisions including the appointment of a Trust nominee to the NGC Board.

"It is our hope that the Trust, its beneficiaries and the other TransAlta minority shareholders will view our proposed offer favourably and that they will share NGC's firm belief in the benefits that will arise from the improved efficiencies, opportunities and growth available from the integration of the complementary businesses of NGC and TransAlta. We have confidence in the future of NGC as a strongly-positioned company that is able to provide the cost effective, innovative energy services demanded by New Zealand's increasingly competitive energy trading market."

ENDS

MEDIA RELEASE FROM THE NATURAL GAS CORPORATION

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