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National Changes Timetable

Media Statement:

For immediate Release

21 May 2002

“National Changes Timetable”

The timetable for The National Property Trust’s (“National”) takeover bid for the Newmarket Property Trust (“Newmarket”) has changed and National has filed a further restricted transfer notice to replace that dated Monday 13 May 2002.

National’s proposed takeover offer has a number of conditions including acceptance by Newmarket unit holders holding in excess of 50% of the total units on issue in Newmarket. Another condition is that an exemption is obtained from the Securities Commission under the Securities Act 1978 exempting National from issuing a prospectus for the units it proposes to issue to the Newmarket unit holders. This is because units in a listed unit trust are not subject to the Takeovers Code and the Companies Amendment Act has been repealed.

For listed companies making a takeover offer where shares are issued as part of the offer the Securities Commission has given an exemption from the need to issue a full prospectus. National has requested a similar exemption for listed unit trusts. This is presently being considered by the Commission.

Arising from this it is necessary for National to revise its timetable and the intention is now to:

- deliver the takeover offer to Newmarket on or about Monday 27 May 2002.

- send the offer to all Unit Holders of Newmarket approximately 14 days later.


National is offering six (6) units for every ten (10) units on issue in Newmarket. Based on the closing price at the time the original offer was made (Monday 13 May) of 95 cents for National’s units the price being offered for each unit in Newmarket equates to 57 cents.

Newmarket has a total of 67,666,130 units on issue and on the basis of 6 units in National being offered for every 10 units in Newmarket it will require the issue of 40,599,678 units in National.

Metropolitan Life Assurance Company of New Zealand Ltd holds a direct relevant interest in 38.01% of the total units on issue in Newmarket and it will continue to hold a relevant interest in National if it accepts National’s offer. If Metropolitan Life accepts National’s offer it will hold approximately 16.25% of the total number of units on issue in National.

Since its establishment in 1994 The National Property Trust has recorded a consistent financial performance reflecting the quality of its properties and tenants. It has 11 commercial and retail properties located in the North and South Islands and, in the five years since 1996 when the Trust listed on the New Zealand Stock Exchange, gross assets of the Trust have increased to $144m.

- ends

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