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Metlifecare Notice of Meeting, Independent Directors' Letter

Metlifecare Notice of Meeting and Independent Directors' Letter


Metlifecare has today released the Notice of Meeting and Letter to Shareholders, in regards to its proposal to acquire two New Zealand retirement village providers - Vision Senior Living Limited (Vision) and Private Life Care Holdings Limited (PLC).

The Shareholders’ Meeting will be held on Thursday 21 June 2012 at 11am at the Ellerslie Convention Centre.

Additional information on the fairness of the proposed transaction was provided in the Independent Appraisal Report which was prepared by Northington Partners, and released by Metlifecare on Tuesday 5 June 2012. The overall conclusion on the merits of the proposed transaction, as determined by Northington Partners, was as follows (page 14 of the report):

Taking all of the key elements of the proposed transaction into account, we conclude that the terms and conditions are fair to Metlifecare Minority Shareholders. The merger of the Vision and PLC businesses into Metlifecare:

Will take place at appropriate relative values for each of the merging entities;

Provides the existing Metlifecare shareholders with a level of protection against the merged entity performing poorly via the structure governing the issue of the Conditional Vision Shares; and

Provides the Metlifecare Minority Shareholders with potential share price upside (especially in the medium term) at an acceptable level of risk.

Notice_of_Meeting_doc.pdf
Letter_to_Shareholders.pdf

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