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NGC Completes TransAlta Takeover


3 November 2000
NEWS MEDIA RELEASE

NGC Completes TransAlta Takeover

Natural Gas Corporation Holdings Limited (NGC) advises that it has completed its takeover of TransAlta New Zealand Limited, which is now a wholly-owned subsidiary of NGC.

Cash payments to 6,384 TransAlta minority shareholders who did not respond to NGC’s takeover offer by the 26 October 2000 deadline are being made. The payments are accompanied by an explanatory letter.

On 25 September 2000 NGC formally offered to acquire all 59,744,054 issued ordinary shares held by TransAlta’s 15,895 minority shareholders. They could swap their TransAlta shares for 1.86 NGC shares each, or accept a cash payment of $2.79 per share. The offer became unconditional on 26 September, when NGC acquired the Hutt Mana Energy Trust’s TransAlta interests, including its 36,288,961 shares.

On 17 October 2000 NGC advised TransAlta shareholders who had not responded by that date of the move to compulsory acquisition. NGC’s notice advised them of the 26 October deadline if they wished to take up NGC shares and informed them that, after that date, NGC would compulsorily acquire their shares, for cash only, as required by the New Zealand Stock Exchange and TransAlta’s Constitution. NGC also advised the shareholders they could object to the $2.79 per share price to be paid under compulsory acquisition. The period for objections expired at 5.00pm on 1 November and NGC confirms it did not receive objections which would have triggered an independent appraisal process.

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NGC advises that 9,511 TransAlta minority shareholders, responded to its takeover offer. Of these, 6,153 shareholders holding 7,412,829 TransAlta shares elected to take up NGC shares. The balance of 3,358 holders exchanged a total of 8,821,910 TransAlta shares for cash. NGC has now formally acquired the remaining 7,220,354 TransAlta shares for $2.79 each under the compulsory acquisition procedure.

As a result of the offer, NGC has issued 91,566,146 shares to the Hutt Mana Energy Trust and other TransAlta minority shareholders. This has increased NGC’s market capitalisation at today’s share price to $1.1 billion. Together with the compulsory acquisition of the TransAlta shares, cash payments amounted to approximately $44.7 million, which have been funded from NGC’s existing debt facilities.

ENDS

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