Ann: TAKEOVER: PGC: AEP DECLARES ITS OFFER TOTALL

• Release Date: 14/02/12 15:26
• Summary: TAKEOVER: PGC: AEP DECLARES ITS OFFER TOTALLY UNCONDITIONAL
• Price Sensitive: No
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PGC
14/02/2012 13:26
TAKEOVER

REL: 1326 HRS Pyne Gould Corporation Limited

TAKEOVER: PGC: AEP DECLARES ITS OFFER TOTALLY UNCONDITIONAL

Australasian Equity Partners Fund No. 1 LP?
c/- Deloitte? 80 Queen Street ?Auckland 1010

14 February 2012

PGC: AEP DECLARES ITS OFFER TOTALLY UNCONDITIONAL AND MAKES FINAL EXTENSION
OF OFFER PERIOD

Australasian Equity Partners Fund No. 1 LP (AEP) hereby declares its full
takeover offer for all of the shares of Pyne Gould Corporation Limited (the
Offer) wholly unconditional.

All of the conditions contained in clause 4.1 of the offer document for the
Offer have been fulfilled or, to the extent that they have not been
fulfilled, are waived by AEP.

Extension of offer period
AEP extends the closing date for the Offer from 15 February 2012 to 30 March
2012.
30 March 2012 is the latest date permitted under the Takeovers Code on which
the Offer can close.  Accordingly, the Offer cannot be further extended.
Letter to PGC shareholders
AEP will today dispatch a letter to PGC shareholders.  The text of that
letter is set out below.

OFFER FOR PYNE GOULD CORPORATION LIMITED ("PGC") NOW TOTALLY UNCONDITIONAL
AEP TO SEEK APPROPRIATE BOARD REPRESENTATION
OFFER NOW CLOSES 30 MARCH 2012 - NO FURTHER EXTENSIONS POSSIBLE
NEW ACCEPTANCES PAID NO LATER THAN 7 DAYS AFTER RECEIPT
Dear PGC Shareholder,
Australasian Equity Partners Fund No. 1 LP's ("AEP") full takeover offer for
PGC (the "Offer") is now totally unconditional.
The closing date for the Offer has been extended and the Offer will now close
on 30 March 2012.  No further extensions are possible. Shareholders wishing
to accept the Offer are urged to do so IMMEDIATELY.  Additional acceptances
will be paid no later than 7 days after their acceptance form is received by
AEP.
AEP HAS ACCEPTANCES FOR MORE THAN 65% OF THE PGC SHARES
To date we have received acceptances in respect of more than 65% of the PGC
shares from more than 1,400 shareholders.
Many of PGC's largest shareholders have accepted the Offer.  Those
shareholders appear to understand that PGC changed permanently in 2009 due to
huge losses at MARAC.  The resultant $275 million capital raising facilitated
the rescue of the finance business and made possible the subsequent creation
and spin-off of Heartland (Building Society Holdings Limited). Heartland has
recently regained its stable investment grade rating and we believe that it
is well positioned for achieving its vision of a New Zealand controlled, New
Zealand managed and New Zealand listed bank.
PGC now faces the difficult and complex task of realising value from the
remaining PGC assets.
AEP TIMEFRAME AND BOARD REPRESENTATION
At the launch of this Offer, we said the process of recovering asset value is
likely to take both a lot more capital and a lot more time.  Today, as we
declare the Offer totally unconditional, there is no change in our view and
our strategy.
Prior to 2009 PGC shareholders received dividends year after year.  In the
later years these dividends were paid based on, in hindsight, illusory
profits. Therefore while our message is not popular, it does, however, have
the advantage of being realistic.  Given the nature of the remaining assets,
shareholders should not have unrealistic expectations of forecasts for
financial results in the near term.  Our expectation is that PGC is very
unlikely to pay a dividend for many years.
To give effect to AEP's controlling shareholding, we will be discussing
appropriate PGC board representation immediately.  In addition, we will work
with the PGC board to appoint an appropriately qualified independent director
to replace Bruce Irvine, who has recently resigned from the Board.
THE TAKEOVER ENDS ON 30 MARCH AND CANNOT BE EXTENDED FURTHER
We note the view expressed by Grant Samuel on page 29 of their Independent
Adviser's Report, "In the absence of actual and potential takeover
speculation, the PGC share price is likely to be lower than the current share
price."  PGC's share price immediately before the Offer was announced was 27
cents, and the 37 cent per share offer remains open until 30 March 2012 - but
cannot be extended further.   The full Independent Adviser's Report is
available on PGC's website (www.pgc.co.nz).
In case you have misplaced your acceptance form, a replacement form and
return envelope is enclosed for those shareholders who, according to our
records, had not accepted the Offer by 12 February 2012.  If you have already
accepted the Offer and an acceptance form is enclosed with this letter,
please disregard that acceptance form.
PGC shareholders who have accepted the Offer on or before 14 February 2012
will be paid for their shares no later than 22 February 2012.  Shareholders
accepting the Offer after 14 February 2012 will be paid for their shares no
later than seven days after the date on which their acceptance form is
received by AEP.
If you have any questions about the Offer or would like to request another
copy of the offer document for the Offer, you should contact the share
registrar for the Offer, Link Market Services Limited:
Telephone: +64 9 375 5998?Facsimile: +64 9 375 5990.
Yours faithfully,

George Kerr?Director?AUSTRALASIAN EQUITY PARTNERS (GP) NO. 1 LIMITED ?as
General Partner on behalf of ?AUSTRALASIAN EQUITY PARTNERS FUND NO. 1 LP
ends -
End CA:00219507 For:PGC    Type:TAKEOVER   Time:2012-02-14 13:26:22