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Dairy Foods Holdings Proposed Capital Notes Offer

13th August 2002

New Zealand Dairy Foods Holdings Limited Proposed Capital Notes Offer

New Zealand Dairy Foods Holdings Limited intends to make an offer of Capital Notes to the public for subscription.

(a) The issuer will be New Zealand Dairy Foods Holdings Limited (the "Issuer"). The Issuer (formerly known as Hollingbourne Holdings Limited) acquired all the issued share capital of New Zealand Dairy Foods Limited pursuant to a full takeover offer dated 30 April 2002.

(b) The Capital Notes will be unsecured, subordinated, fixed rate, debt obligations of the Issuer. The Capital Notes will be issued in two tranches – Five Year Capital Notes and Ten Year Capital Notes. The Five Year Capital Notes will have an initial election date of 15 December 2007 and the Ten Year Capital Notes will have an initial election date of 15 September 2012.

(c) The interest rate on the Capital Notes will be set prior to the launch date. Interest on the Capital Notes will accrue from the date of allotment.

(d) The offer will be for $100,000,000 with up to $50,000,000 in oversubscriptions. First NZ Capital Equities Limited has agreed to underwrite the issue of Capital Notes up to an aggregate principal amount of $100,000,000. The acceptance of oversubscriptions will be at the Issuer's discretion.

(e) The funds raised by the issue will be used to repay monies borrowed by the Issuer in connection with its takeover of New Zealand Dairy Foods Limited.

(f) The offer will be made to New Zealand investors.

(g) The offer is intended to open in late August 2002.

First NZ Capital Equities Limited is the Lead Manager, Underwriter and Organising Broker in relation to the offer.

Application has been made to the New Zealand Stock Exchange for permission to list the securities and all the requirements of the Exchange relating thereto that can be complied with on or before the date of this advertisement have been duly complied with. However, the Exchange accepts no responsibility for any statement in this advertisement.

Issued on behalf of NZ Dairy Foods Holdings Limited by Network Communications

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