Tranz Rail Board Gives Recommendation

Tranz Rail Board Gives Recommendation

Auckland, New Zealand - Tranz Rail Holdings Limited [NZX: TRH]

The board of Tranz Rail met today to consider the new Toll Group (NZ) Limited offer.

The directors of Tranz Rail recommend that Tranz Rail shareholders do not accept the Offer of $0.95 per ordinary share for the following reasons:

(a) In Grant Samuel's opinion the Offer is not fair to Tranz Rail shareholders and the directors agree.

(b) The Offer is conditional on acceptances of not less than 90%. This makes the Offer highly uncertain. Feedback from major shareholders indicates that this condition is unlikely to be satisfied.

(c) The Offer is at a price that is below the current market price.

If circumstances change, the directors will review their recommendation and advise shareholders accordingly.

Chairman Wayne Walden said that the directors are doing all they can to encourage superior offers and alternatives.

Mr. Walden said, "In this regard, shareholders who are intending to accept the Offer should note that if they do, they will not be able to later withdraw this acceptance and accept an alternative offer should one emerge."

August 29 is the final day for shareholders to decide whether to accept the Offer or not unless that date is extended by Toll Group (NZ) Limited.

Tranz Rail intends to send out the Target Company Statement next Monday 4 August, which will provide more information about the directors' recommendation and contain a copy of the Grant Samuel report.

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