St Laurence Equities Launches Takeover Offer

News Release 21 May 2004

St Laurence Equities Launches Takeover Offer For Rural Equities

St Laurence Equities Limited today announced a takeover offer for 100 per cent of Rural Equities Limited, the company that was split from Williams & Kettle Limited in February this year. The offer price is $1.50 cash per share, which values the company at $22.2 million.

St Laurence Equities is a wholly owned subsidiary of St Laurence Limited, an Australasian investment and finance company with over $550 million of assets under management. “Rural Equities presents an attractive investment opportunity for St Laurence,” said St Laurence Managing Director Kevin Podmore.

“The takeover offer is consistent with St Laurence’s ongoing process of growing its funds management activities. Our company has considerable experience in property management, trust management and creating value opportunities for investors. Rural Equities provides us with the opportunity to further expand and diversify our funds management activities into the rural sector.”

Rural Equities was split off from rural services company Williams & Kettle in February this year. Rural Equities owns a company that is the manager of the New Zealand Rural Property Trust, along with 31.9% of the Trust’s units.

Rural Equities is currently subject to a partial takeover offer from H&G Limited, a company owned by Sir Selwyn Cushing and David Cushing. H&G have offered $1.25 per share to take their and their associates combined holding in the company to 50.1 per cent.

“The St Laurence Equities cash offer of $1.50 per share provides Rural Equities shareholders with a 43 per cent premium to the average closing price of Rural Equities shares traded on the Unlisted market prior to H&G’s recently announced partial takeover offer. Our offer is at a 20 per cent premium to H&G’s offer of $1.25 per share,” said Mr Podmore.

“Additionally, in their November 2003 independent report PriceWaterhouseCoopers estimated the fair ‘control shareholding’ market value of Rural Equities shares to be between $1.30 and $1.69 per share, with a mid-point of around $1.49 per share.

“We believe that our offer of $1.50 per share therefore represents fair value for all Rural Equities shareholders,” said Mr Podmore.

Because the St Laurence offer is for 100 per cent of the shares in Rural Equities, if the offer is successful, shareholders will be able to sell all of the shares without risk of their acceptances being scaled. By comparison, investors accepting the H&G offer will receive $1.25 per share for only a portion of their shares and be left with the choice of remaining in a minority position, or selling the remainder of their shareholding on the Unlisted market.

The St Laurence offer is conditional on gaining acceptances for more than 50 per cent of Rural Equities shares, but is not conditional on reaching 100 per cent.

“While St Laurence would prefer to own 100 per cent of Rural Equities, the offer is not conditional on all shareholders accepting our price of $1.50 per share. We would be content with a shareholding of at least 50.1% in Rural Equities and would be long term investors in the company.

“We are confident that St Laurence will add considerable value to Rural Equities ongoing operations,” said Mr Podmore.

ENDS

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