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Masthead increases takeover offer for Vertex

29 April 2005

Re: Masthead increases takeover offer for Vertex to $2.09 a share

Masthead Equities Limited today lifted its takeover offer to $2.09 a share after obtaining an unreserved commitment from both Vertex Group’s independent directors to recommend the new price to shareholders.

Masthead’s Mark Stewart said that $2.09 a share was a very compelling offer price especially with what has been occurring at Vertex and also in light of the current depressed market environment.

“However, we recognise that some of Vertex’s long suffering shareholders want the comfort of a positive sell recommendation from their independent directors prior to accepting Masthead’s offer. In lifting the offer price we have gained the support of both independent directors and in doing so provided a greater level of surety as to the outcome.

“We are very pleased with the manner in which Vertex’s acting chairman and independent director Tony Frankham, in the interests of all shareholders, has facilitated this conclusion.

“We are also pleased that Vertex’s managing director, Paddy Boyle, has committed to selling his entire shareholding.

“Based on this support and indications in the market place we are very confident of exceeding the 50% acceptance threshold.”

Masthead’s $2.09 a share offer is effective immediately.

“We strongly recommend shareholders accept as soon as possible,” Mr Stewart said.

“Masthead’s offer is the only practical way forward for the company. It will end the turmoil since Vertex listed and allow shareholders to exit at a price higher than they could otherwise expect.”

Masthead is also extending the offer period by a further seven days. Its offer now closes on Tuesday 24 May 2005.

If Masthead’s offer is successful, those shareholders who have already accepted Masthead’s offer will also receive the increased price of $2.09 a share. Any option holders that have accepted will also receive the increased option price, if applicable.


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