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ARH Extends Offer Period for Shares in POA

17 June 2005

Media Statement

Auckland Regional Holdings Extends Offer Period for Shares in Ports of Auckland Limited to 15 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 15 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.

ARH wishes to address market speculation on POAL’s land value. POAL has recently released its updated land valuations, completed as part of its normal year-end process. The investment property valuation is $182m, which falls within the range of $170m to $197.5m used by Grant Samuel in the Independent Adviser’s Report. The announcement made by POAL states that Grant Samuel has confirmed the revised valuations have no impact on its valuation of POAL or the conclusions in the Independent Adviser’s Report. Grant Samuel concluded that ARH’s offer is fair.

ARH firmly believes that the Offer provides an opportunity for shareholders to sell their POAL shares at a good price. The $8.00 Offer price represents a 24% premium over the POAL share price immediately prior to the Offer being announced.

As at Thursday 16 June 2005, ARH had received acceptances from over 2,200 shareholders totalling 6,371,032 shares, giving ARH a relevant interest in POAL of 86%.

ARH only requires acceptances of another 4% 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 is attached.

ENDS


ARH TAKEOVER OFFER – NOTICE OF EXTENSION OF OFFER PERIOD UNTIL 15 JULY 2005

I refer to the takeover offer (the Offer) by Auckland Regional Holdings (ARH) for all the shares in Ports of Auckland Limited (POAL) that it does not currently own and would like to take the opportunity to thank all the shareholders who have already accepted the Offer.

As at Thursday, 16 June 2005, over 2,200 shareholders holding 6,371,032 shares have accepted ARH’s Offer. This means that ARH already holds a relevant interest of 86% in POAL. Under the terms of the Offer shareholders who have accepted the Offer will be paid within seven days of the Offer becoming unconditional.

The purpose of this notice is to advise you that ARH has varied the Offer by extending the date by which acceptances must be received for 14 days, to 5pm on Friday, 15 July 2005. This is to allow those shareholders who have not yet responded additional time to accept the Offer. 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.

ARH recognises that POAL shareholders have received a considerable amount of information, both directly from POAL and via market commentators, concerning the Offer. For these reasons, it is helpful to re-state why ARH believes those POAL shareholders who have not already accepted the Offer should do so:

The Offer price of $8.00 per share represents a full and fair price for your shares and provides 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.

The POAL Independent Directors’ Committee engaged Grant Samuel and Associates Limited (Grant Samuel) to assess the merits of the Offer. ARH draws shareholders’ attention to part 5 of Grant Samuel’s Independent Adviser’s Report (pages 32 to 35 of Book 2 of the POAL Target Company Statement) which provides a full discussion on the merits of the Offer and sets out Grant Samuel’s overall conclusion that the Offer is fair to POAL shareholders.

The POAL Independent Directors’ Committee commented that the Offer “may not be reasonable” (even though Grant Samuel 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 on the day prior to the Offer being announced. In ARH’s view, the Offer is both fair and reasonable.

POAL has recently released its updated valuations of both its investment property and port operations land and associated facilities, completed as part of its normal year-end process. The investment property valuation is $182m, which falls within the range of $170m to $197.5m used by Grant Samuel in the Independent Adviser’s Report. The value attributed to the land used for port operations and the associated facilities is included within the business value attributed to POAL’s core operating business. The announcement made by POAL states that Grant Samuel has confirmed the revised valuations have no impact on its valuation of POAL and the conclusions in the Independent Adviser’s Report. It should be noted that the valuation of the investment property assumes that re-zoning will occur, and in ARH’s view, there remains uncertainty surrounding the timeframe and final outcome from this process.

There has been some 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.

If ARH does not receive sufficient additional acceptances to result in ARH declaring the Offer unconditional then the Offer will not proceed and will be withdrawn. 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 in these circumstances

ARH firmly believes that the Offer provides an opportunity for shareholders to sell their POAL shares at a good price. The $8.00 Offer price represents a 24% premium over the POAL share price immediately prior to the Offer being announced and ARH has already received acceptances that give it a relevant interest in POAL of 86%. Under the Takeovers Code, once ARH receives acceptances that give it more than a 90% interest in POAL, and declares the Offer unconditional, it can then compulsorily acquire the remaining shares at the $8.00 Offer price.

Despite some media comment and speculation to the contrary, ARH has no intention of increasing its price of $8.00 per share under the Offer, and instead emphasises to shareholders that the Independent Adviser’s Report prepared by Grant Samuel concludes that the Offer is fair, based on a full assessment of the merits of the Offer. The recent release of POAL’s updated property valuations does not alter the Grant Samuel conclusion that the Offer is fair.

I encourage those shareholders who have not already accepted the Offer to do so 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
Chair

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