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ARH Extends Offer Period for Ports Shares

3 June 2005

Media Statement

Auckland Regional Holdings Extends Offer Period for Shares in Ports of Auckland Limited to 1 July 2005

Auckland Regional Holdings (ARH) today announced that it is extending, by two weeks, the Offer period for the takeover of all the remaining shares in Ports of Auckland Limited (POAL). The Offer is now open for acceptance until 1 July 2005.

ARH is extending the Offer to allow shareholders who have not yet responded additional time to accept the Offer.

The other terms and conditions of the Offer remain unchanged.

Acceptances continue to come in steadily. As at Thursday 2 June 2005, ARH had received acceptances from 1,689 shareholders totalling 5,418,330 shares, giving ARH a relevant interest in POAL of 85.11%.

ARH only requires acceptances of another 5% of POAL shares before it can initiate compulsory acquisition and move to full ownership of POAL.

ARH is confident that it will achieve 100% ownership of POAL.

A copy of the letter sent to shareholders who have not yet accepted the Offer is attached.




The purpose of this notice is to advise you that Auckland Regional Holdings (ARH) has varied the Offer for all the shares it does not currently own in Ports of Auckland Limited (POAL) by extending the date by which acceptances must be received for fourteen days to 5.00 pm on Friday 1 July 2005. The extension of the Offer period will not affect acceptances already tendered for the Offer, which remain valid for the Offer as extended by this notice. The other terms and conditions of the Offer remain unchanged including the Offer price of $8.00 per share.

As at Wednesday 1 June, over 1,600 shareholders holding 5,304,014 shares have accepted the Offer. This means that ARH now holds a relevant interest of 85% in POAL. The Offer is conditional on acceptances reaching the 90% level.

ARH is extending the Offer to 1 July to allow shareholders who have not yet responded additional time to make a decision to accept the Offer.

ARH also wishes to take the opportunity to clearly restate why you should accept the Offer:

The Offer price of $8.00 per share is a full and fair price for your shares and represents a 24% premium over the POAL share price of $6.45 on the day prior to the Offer being announced. ARH will not be increasing the Offer price.

In response to our Offer, the POAL independent directors’ committee commissioned an independent adviser to provide an opinion on the merits of the Offer. This requires the independent adviser to determine the full underlying value of POAL including a premium for control. The independent adviser then compares the resulting valuation range to ARH’s Offer price of $8.00 per share to decide whether the Offer is “fair”. The independent adviser has concluded that, in its opinion, ARH’s Offer is fair.

The POAL independent directors’ committee commented that the Offer “may not be reasonable” (even though the independent adviser concluded the Offer is fair). While ARH respects the POAL independent committee’s view, it does not agree. The sharing of any potential synergy benefits is already reflected in the 24% premium that the $8.00 Offer price represents over the POAL share price the day prior to the Offer being announced. In ARH’s view, the Offer is both fair and reasonable.

There has been some press speculation calling for a special dividend to be paid by POAL to shareholders as part of the Offer. ARH does not believe that this makes sense for shareholders. As is standard, under the terms of the Offer any special dividend is required to be deducted off the Offer price of $8.00 per share.

There is no realistic prospect of a competing bid for your shares because ARH already owns 80% of POAL. ARH has publicly stated that it is happy to sit at its current 80% level of ownership should it have to. As a result, shareholders need to be aware that there is a real risk that the POAL share price may fall below the Offer price of $8.00 per share if the Offer is not declared unconditional and is withdrawn.

Accordingly, ARH believes that the Offer represents an opportunity for shareholders to sell their POAL shares at a good price. ARH will continue to be a supportive owner of POAL and, at a 100% level of ownership, will be able to ensure that there is an appropriate balance between private and public interests, so that this key regional asset is managed by POAL in the long term interests of the Auckland Region.

Finally, in case you have misplaced your acceptance form, we attach an additional personalised acceptance form and reply paid envelope to enable you to accept the Offer.

I encourage you to accept the Offer as soon as possible.

If you need any assistance on how to accept the Offer please contact Computershare Investor Services Limited toll free on 0800 378 300

Yours faithfully

Judith Bassett

© Scoop Media

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