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Allied Farmers Takeover Offer To Proceed

24 April 2006

Allied Farmers Takeover Offer To Proceed

Allied Farmers Limited’s (“Allied Farmers”) Board today met and have confirmed that the takeover offer for 100% of the shares in Prime Finance Limited (“Prime Finance”) will proceed.

The Allied Farmers Board have removed the requirement in their proposed offer that the offer was subject to passing an ordinary resolution of support for the offer from the Allied Farmers Shareholders. They also waive the requirement as a condition of the Lock-Up Agreements, pursuant to which 57 % of Prime Finance Shareholders have now irrevocably agreed to accept the offer.

Allied Farmers Chairman John Loughlin stated:

“The necessity for the resolution of support from Allied Farmers shareholders was not a legal requirement but the Board believed from a good corporate governance position that, in undertaking such a material transaction, the Board preferred obtaining a formal resolution of support. However the Takeovers Panel action has created uncertainty as to the Allied Farmers offer and although our legal advice was, and remains, that the proposed condition was permitted in the present circumstances, the Allied Farmers Board wishes to remove such uncertainty immediately. Hence Allied Farmers has removed the condition from the offer.”

The agreement of the Board of Prime Finance has been obtained that the condition in question be removed from the takeover offer. Allied Farmers believes this removes the need for the Takeovers Panel to hold any formal meeting to consider the condition.

It is proposed that the formal Allied Farmers takeover offer and Prime Finance target company statement will be sent to Prime Finance shareholders on or about 8 May 2006.

However the Chairman of the Board of Allied Farmers John Loughlin further commented:

“Allied Farmers will be sending to all Allied Farmers shareholders the information it was proposing to circulate prior to holding the shareholders meeting so that they will continue to receive the same information that they would have received had the meeting proceeded. Board members will also be endeavouring to touch base with Allied Farmers shareholders to answer any outstanding questions or queries on the transaction. The Board has been pleased with the support to date and wishes to ensure this continues as the offer proceeds.”

Shareholders of Allied Farmers who do have any questions or queries are invited to contact:


Allied Farmers is disappointed that recent events have created uncertainty. With the removal of the condition this removes any such uncertainty. Allied Farmers looks forward to being in a position to dispatch the formal offer (together with Prime Finance target company statement) on or about 8 May 2006.


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