Panel Cancels Meeting On Allied Farmers' Proposal

24 April 2006

MEDIA RELEASE

Takeovers Panel Cancels Meeting On Allied Farmers’ Proposed Offer

The Takeovers Panel has cancelled the meeting it had convened to determine whether Allied Farmers Limited’s proposed takeover offer for Prime Finance Limited complies with the Code. The meeting was to have been held on Wednesday 24 April 2006.

On 10 April 2006 Allied Farmers Limited gave notice of its intention to make a takeover offer for all the shares in Prime Finance. The draft offer document which accompanied the notice stated that the offer would be subject to a number of conditions including that the acquisition of Prime Finance securities under the offer had to be approved by shareholders of Allied Farmers.

The Panel decided to call a meeting under section 32 to determine whether the condition of the proposed offer requiring Allied Farmers’ shareholder approval of the offer complied with rule 25(1) of the Code.

Under rule 25(1) of the Code satisfaction of an offer condition cannot depend on the judgement of the offeror or any associate of the offeror, or be within the power, or under the control, of the offeror or any associate of the offeror. Satisfaction of an offer condition which required the approval of Allied Farmers’ shareholders to the takeover offer may have been within the power or control of Allied Farmers or its associates.

The Panel cancelled the meeting after receiving advice from Allied Farmers that the offer would not include a condition requiring the approval of Allied Farmers’ shareholders to the takeover offer.

ENDS

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