Vistron To Acquire MFS New Zealand

NZAX & MEDIA ANNOUNCEMENT

Vistron To Acquire MFS New Zealand

The Board of Vistron Limited (NZAX: VIS) today announced that it has entered into an agreement to acquire all of the shares in MFS New Zealand Limited (“MFS New Zealand”) in a transaction valued at approximately NZ$35 million.

ASX200 listed investment and financial services group MFS Limited (ASX: MFS) own 40% of the issued shares in MFS New Zealand. The remaining shares are owned by a group of financial investors in both Australia and New Zealand.

On 20 June 2006 MFS Limited announced an intention to grow MFS New Zealand so as to become a substantial player in the New Zealand Financial Services sector including businesses operating in the funds management, financial advisory, investment banking and property structured finance sectors.

MFS Limited stated that the transaction represented yet another step in the execution of that strategy, and follows the recent acquisitions by MFS Limited of the Northplan Group, Swains Investment Services, Colin Strang Financial Planning, and Westplan Financial Services. MFS New Zealand has entered into an Option Agreement with a subsidiary of MFS Limited to acquire those assets in the future.

MFS New Zealand Chief Executive, Mr Jason Maywald, stated that the transaction was a natural step in the evolution of MFS New Zealand into a significant financial services provider.

“We have set out to replicate the MFS business model in the New Zealand market” said Mr Maywald. “MFS Limited was itself created through a reverse listing transaction, and back then we saw some fantastic opportunities that we could take advantage of as a listed company. We see similar opportunities now in New Zealand”.

Vistron director and major shareholder Brett Wilkinson said that the Board intended to recommend the transaction to shareholders, as the consideration is in the fair value range indicated by Simmons Corporate Finance, the independent adviser commissioned by the Board to prepare a report on the merits of the allotment to MFS New Zealand shareholders, in accordance with the Takeovers Code.

“We established Vistron for the purpose of providing well established, growing companies with a quick and inexpensive way to achieve a stock market listing” said Mr Wilkinson. “We have been approached by many companies, but the MFS New Zealand business model, coupled with the success and experience of MFS Limited, signalled to us that this was the right transaction to propose to our shareholders.”

The Board stresses that no action is required from shareholders at this stage however in the interim if they are considering selling their shares they should seek independent advice.

The main terms of the agreement are:

 The consideration payable to the MFS New Zealand shareholders will comprise new shares in Vistron. Following the transaction, a subsidiary of MFS Limited will hold approximately 38.5% of shares, and the balance of shares will be held by other minority shareholders in MFS New Zealand (approximately 57.5%), and existing Vistron shareholders (approximately 4%).

 Upon completion of the transaction the current directors of Vistron will resign and be replaced by the directors of MFS New Zealand. The company will also change its name to MFS New Zealand Limited.

 Vistron will be transferred from the NZAX, and re-listed on the full board of the NZSX.

 Neither party will solicit other offers.

 MFS New Zealand will pay Vistron’s reasonable costs in relation to the transaction.

- The transaction is to be conditional on:

- Approval of Vistron’s shareholders;

- Approval of MFS New Zealand’s shareholders; and,

- Consents of regulatory authorities.

The proposed transaction values Vistron’s existing shares at NZ$0.24. The Board will keep shareholders informed as to further developments in relation to the transaction and will shortly provide to shareholders a notice of meeting and explanatory memorandum including the independent adviser report and the Board's recommendation for a meeting expected to be held in mid June.

Chapman Tripp is advising Vistron in relation to this transaction and Bell Gully is advising MFS.

ENDS

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