Fletchers Sending Documentation On Separation

Fletcher Challenge Sending Documentation On Separation Process

AUCKLAND, 12 February 2001 - Fletcher Challenge is currently dispatching to all Fletcher Challenge shareholders documentation which provides full details of proposals for separation of the company. The shareholder documentation packs should be received by shareholders within the next week. Shareholders in all three Divisions (Energy, Building, Forests) will receive full packs. Shareholders in one or two Divisions will receive a different combination of relevant information.

The full pack will include:

* an Overview of the Transactions and Notice of Special Meeting, to be held on March 6, in Auckland

* an Information Memorandum for Fletcher Challenge Energy shareholders describing in detail the sale transaction to Shell and Apache. Part of that document is an independent report prepared by Grant Samuel & Associates Limited for the benefit of the Fletcher Challenge Energy shareholders, and commissioned by the Directors in accordance with NZ Stock Exchange Listing Rules

* a Rubicon Limited Investment Statement and Prospectus describing details of Rubicon Limited (a new listed company created as part of the separation proposals) and the shares to be issued by Rubicon Limited to Fletcher Challenge Energy shareholders. The Rubicon shares form part of the consideration to be received by Energy shareholders for the sale of their shares to Shell and Apache

* a Capstone Entitlements Information Document describing details of the Capstone Entitlements to be transferred by Shell to Fletcher Challenge Energy shareholders. The Capstone Entitlements form part of the consideration to be received by Energy shareholders for the sale of their shares to Shell and Apache

* an Information Memorandum which includes both a Prospectus and Investment Statement for Fletcher Challenge Building shareholders, describing the sale transaction to Fletcher Building Limited. Part of that document is an independent report prepared by Grant Samuel & Associates Limited for the benefit of the Fletcher Challenge Building shareholders, and commissioned by the Directors in accordance with NZ Stock Exchange Listing Rules

* an Information Memorandum for Fletcher Challenge Forests shareholders describing in detail the effects on Forests shareholders of remaining as the only Division of Fletcher Challenge Limited. Part of that document is an independent report prepared by Grant Samuel & Associates Limited for the benefit of the Fletcher Challenge Forests shareholders, commissioned by the Directors

The Chairman of Fletcher Challenge, Roderick Deane, confirmed that New Zealand Stock Exchange listings have been approved for the new companies, Fletcher Building Limited and Rubicon Limited. Application for listing on the Australian Stock Exchange has been made for both Fletcher Building and Rubicon, and listing on the New York Stock Exchange for Fletcher Building.

Capstone Entitlements transferred to Energy shareholders by Shell as part of the consideration for the Energy Division (in a ratio of one entitlement for every 70 Energy shares held), will be able to be exchanged for a Capstone share during a window of between 30 and 180 days after the Effective Date, (expected to be 23 March 2001).

Energy shareholders will also receive one fully - paid Rubicon share for each Energy share. Shell will pay the issue price for Rubicon shares on behalf of Energy shareholders as a part of the consideration for the Energy Division. This amount includes the cash equivalent of the realised value of 2,960,000 Capstone shares. As at today’s date, 773,621 shares of these Capstone shares have been sold at US$30 per share as part of a secondary public offering and, a price protection arrangement fixing the sale price at an average of US$50 per share for a further 1,011,000 shares has been entered into, leaving a balance of 1,175,379 Capstone shares to be sold.

The Chairman, Dr Deane noted that there has been some recent media speculation as to the potential for an alternative offer for Fletcher Challenge Energy to emerge. “We have not received a formal offer for Fletcher Challenge Energy other than the current Shell and Apache Corporation offer”, he said. “The Board would obviously consider an alternative proposal if one is put to us, and we would evaluate the strength of the financial backing of such an offer, the existence of any conditions, as well as its value.”

The shareholder meeting to vote on the separation proposals is to be held in Auckland on Tuesday 6 March 2001 at 2.00pm. Subject to the votes at that meeting and the final court hearing planned for 15 March 2001, the Effective Date for separation is expected to be 23 March 2001.

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