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Tranz Rail Board recommends revised Toll Offer

Tranz Rail Board unanimously recommends revised Toll Offer

Auckland, New Zealand -Tranz Rail Holdings Limited {NZX: TRH}

The board of Tranz Rail have today unanimously recommended that shareholders accept the new Toll Group (NZ) Limited offer of $1.10 per ordinary share for the following reasons:

a) The Toll offer represents a value for Tranz Rail greater than the underlying valuation of Tranz Rail set out in the Grant Samuel Report of 25 July 2003.

b) At $1.10, the Toll offer is at the upper end of the Grant Samuel Valuation for the Tranz Rail agreement with the Crown. When compared to that agreement, the Toll offer represents greater certainty of value for shareholders.

c) The directors have diligently sought to encourage competing offers for shareholders to consider and none have emerged.

Those directors who currently hold Tranz Rail shares have also indicated that they will accept the Toll Group (NZ) Limited offer for their entire shareholding.

"Tranz Rail Board Chairman Wayne Walden said that the directors had worked hard to encourage a superior offer than the original $0.95 per ordinary share and they were pleased with this mornings announcement from Toll that the original offer has increased.

"This is a good outcome for all concerned," Mr Walden said.

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