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Skycity: Takeovers Panel To Appoint Ind. Expert

Skycity Leisure – Takeovers Panel To Appoint An Independent Expert

The Takeovers Panel is required, under rule 57 of the Code, to appoint an independent expert to determine the value of certain securities in SkyCity Leisure Limited being compulsorily acquired by SkyCity Auckland Investments Limited, a wholly owned subsidiary of SkyCity Entertainment Group Limited.

The Panel is seeking expressions of interest from persons who wish to be considered for appointment as the independent expert.

An independent expert needs to be appointed because SkyCity Entertainment has received written objections to the acquisition price specified in the compulsory acquisition notice from security holders who together hold more than 10% of the mandatory convertible notes issued by SkyCity Leisure. The expert is not required to determine the value of the ordinary shares also being compulsorily acquired.

The Code requires the independent expert to calculate the fair and reasonable value of the SkyCity Leisure securities being compulsorily acquired by:

first assessing the value of all the equity securities in the class of equity securities of which the equity security forms part; and

then allocating that value pro rata among all the securities of that class.

The amount determined by the independent expert will be the amount SkyCity Entertainment will pay to all outstanding security holders. If it is higher than the acquisition price all outstanding security holders would get a "top-up". If the amount is less, outstanding security holders can be required to return the difference to SkyCity Entertainment.

The independent expert must make its determination of the fair and reasonable value of the SkyCity Leisure shares within 28 days after being appointed.

The costs of the expert determination must be paid by SkyCity Entertainment.

Persons who wish to be considered for appointment as the independent expert under rule 57 in respect of the compulsory acquisition of SkyCity Leisure’s mandatory convertible notes should provide the following information to the Panel:

their qualifications, expertise and relevant experience

the names of the individuals who would prepare the determination and copies of their current curricula vitae

confirmation that the determination would be completed within 28 days of appointment

a statement that they have no conflict of interest that could affect their ability to provide an unbiased determination

disclosure of all past and present business relationships with SkyCity Entertainment and SkyCity Leisure or the directors or major security holders of those companies

confirmation that they have sufficient professional liability insurance for the purposes of appointment as independent expert

The level and basis of fees they would charge in respect of the determination.

Expressions of interest must be received by 12 noon Friday 2 July 2004. Expressions of interest may be sent to the Takeovers Panel, by post, fax or email for the attention of Marion Hemphill ( The Panel intends to make an appointment as soon as possible.

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