Target Company Statement Sent out today

Target Company Statement Sent out today

Tranz Rail will today mail shareholders copies of the Target Company Statement and the Grant Samuel Report relating to the new Toll Group (NZ) Limited offer.

These are also both available on the Tranz Rail Website of www.tranzrail.co.nz.

The directors of Tranz Rail last week recommended 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 continuing to do all they can to encourage superior offers and alternatives.

Mr. Walden reiterated his comments from last week that, "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.

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