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Masthead Increases Offer For Vertex To $2.05

22 April 2005

Masthead Increases Offer For Vertex To $2.05

After taking into account market sentiment Masthead Equities Limited today lifted its takeover offer for Vertex Group Holdings Limited to $2-05 a share.

To assist shareholders who want to sell with greater certainty, Masthead has waived the 90 per cent acceptance condition. This means Masthead now only requires sufficient acceptances to give it over 50 per cent of the Vertex shares.

The offer has also been extended and will now close at 6pm on 17 May 2005.

"$2.05 is the number we are being told by brokers and analysts that shareholders expect for their shares," Masthead director Mark Stewart said.

"We regard this as a generous price, particularly as share prices on world markets have fallen sharply in the last few weeks. The Vertex share price is only being held up by our offer - a point that has been recognised by the acting Vertex chairman Tony Frankham and the independent appraiser."

Mr Stewart said $2-05 represented:

- A 28.1 per cent premium over the $1-60 a share Vertex was trading at on 1 March 2005 prior to Masthead announcing its takeover offer

- A premium of 22.7 per cent over the Volume Weighted Average Price for the 60 days to 1 March 2005

- Since 1 March 2005, NZSX All index has fallen 9.3 per cent

Mr Stewart said $2-05 was the same price Masthead had paid for its shares in Vertex as well as the price paid by shareholders who subscribed to the initial public offering of shares in 2002.

"Until we made our offer Vertex shares had not traded on market anywhere near that price since listing," Mr Stewart said.

"We strongly believe there are a number of shareholders who will only be too ready to end the uncertainty over the future of Vertex but were waiting for us to increase our offer."

"In the event that our bid is unsuccessful not only will investors face the prospect of a falling share price but also a continuation of a dysfunctional board," Mr Stewart said.

Those shareholders who have already accepted Masthead's $1-90 offer will receive the revised price of $2-05 a share.


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