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PRG Criticises Management's Partial Bid for Bendon

FOR IMMEDIATE RELEASE

PRG Criticises Management's Partial Bid for Bendon

Auckland, 21 February 2002 – Pacific Retail Group (NZSE: PRG) today criticised the form, assumptions and process of yesterday’s revised Management Buyout offer for Bendon Limited.

“We are surprised that Bendon Group Directors are still treating this offer seriously,” said PRG CEO, Peter Halkett. “The partial bid still is not in the form preferred by the Board and it doesn’t allows shareholders to make a clear comparison with our offer. Because of the risks inherent in a partial offer, which leaves shareholders saddled with any uncertainties associated with winding the company up, it’s impossible to make a true comparison. Management wants to buy the bra and leave shareholders to sort out the knickers.

“Moreover, when you look at the numbers, it’s doomed to fail -- it will not get the 75% shareholder approval that it requires,” added Halkett. “It’s a blatant and continuing attempt by insiders to get around the provisions of the Takeovers Code. We have been concerned that, from the outset, management’s offer was clearly not intended to be contestable and, had we not become involved, it wouldn’t have been. This revision does nothing to allay those concerns.”

“PRG has consistently indicated from the outset that our intention is to acquire Bendon. We looked. We bought. We bid. And we’re not selling. Whether our bid achieves 50 percent or not, we’re in for the long haul. We have no interest in parting with our current stake. And we will vigorously oppose any move to sell the company’s assets to a third party.

“Shareholders have a clear choice between a simple, risk free offer at $1.90 per share and a complex and uncertain offer which has no chance of succeeding and which leaves them exposed.

“No matter what the outcome, as an existing shareholder we are concerned about senior management’s focus on day-to-day business,” said PRG Director, Phil Newland. “There are clear conflicts of interest in a number of areas, not least in management’s ongoing role in the attempted purchase, its ability to continue to build value while pursuing this doomed bid and its relationship with AMP Henderson, who appears to be acting as both a seller and a buyer.”

“We are concerned that, as a result of management’s current focus, the company is now deteriorating on a number of fronts,” he added. “If the current offer is allowed to proceed and fail, as it undoubtedly will, not only will be expensive for the company, but will likely destroy shareholder value by continually diverting management attention from the demands of a fast-moving industry. It’s a clear waste of management time and company resources.”

ENDS

About Pacific Retail Group
Pacific Retail Group is an NZSE-listed retail company. The appliance, electronics, computer and homeware retailer has 99 stores and annual sales of over $400 million, trading through its Noel Leeming, Bond & Bond, Computer City, Living & Giving, Big Byte and finance activities through Pacific Retail Finance brands.

About Cullen Investments
Cullen Investments Limited is a private investment company with strategic investments in a network of well-established businesses, principally in Australia and New Zealand. Cullen holds a substantial interest in a core group of companies operating in the retailing, financial services, infrastructure, property, healthcare, technology, entertainment and bloodstock sectors.

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