LPC
15/09/2014 17:21
TAKEOVER
REL: 1721 HRS Lyttelton Port Company Limited (NS)
TAKEOVER: LPC: Update in Relation to Status of Conditions
15 September 2014
To: Lyttelton Port Company Limited
41 Chapmans Road
Hillsborough
Christchurch 8022
Attention: Jonathan Gardiner
To: The Takeovers Panel
Level 3, Solnet House
70 The Terrace
PO Box 1171
Wellington 6011
To: NZX Limited
Level 2, NZX Centre
11 Cable Street
Wellington 6011
By email: [email protected][email protected][email protected]
TAKEOVER OFFER - UPDATE IN RELATION TO STATUS OF CONDITIONS
1. I refer to the Christchurch City Holdings Limited (CCHL) offer document
dated 25 August 2014 (the Offer Document) in respect of CCHL's offer to
acquire all of the ordinary shares in Lyttelton Port Company Limited (LPC)
that CCHL does not already own (the Offer). Capitalised terms used but not
otherwise defined in this notice have the meanings given to them in the Offer
Document.
2. In accordance with Rule 49C(1) of the Takeovers Code, CCHL advises as
follows:
(a) The Offer remains subject to conditions.
(b) The conditions of the Offer that have not been satisfied or waived at the
time this notice is given are those set out in paragraphs 4.2 (90%
acceptances), 4.3 (payment of special dividend) and 5.1 (prohibited actions
by the LPC Group) of the Offer Document.
(c) Under paragraph 5.4 of the Offer Document, CCHL:
(i) has the right to waive the conditions set out in paragraph 5.1 of the
Offer Document (prohibited actions by the LPC Group); but
(ii) does not have the right to waive the conditions set out in paragraphs
4.2 (90% acceptances) or 4.3 (payment of special dividend) of the Offer
Document.
(d) To the best of CCHL's knowledge and belief (after making proper inquiry),
none of the conditions of the Offer (being those set out in the Offer
Document) have been satisfied or waived at the time this notice is given.
(e) The percentage of voting rights in LPC in respect of which CCHL has
received acceptances of the Offer as at the time this notice is given is
2.061%.
(f) The percentage of voting rights already held or controlled by CCHL is
79.698%. For clarity, this percentage does not include the acceptances
referred to in paragraph 2(e) above.
(g) In addition and as referred to in the Offer Document, CCHL has entered
into a lock-up agreement with Port Otago Limited whereby Port Otago Limited
has agreed to accept (but has not yet accepted) the Offer with respect to the
Shares held by it, which constitute 15.476% of the total voting rights in
LPC. Further details in relation to the lock-up agreement are set out in
paragraph 6 of Schedule A of the Offer Document.
Yours faithfully
Robert Alfred Lineham
Chief Executive Officer
Christchurch City Holdings Limited
End CA:00255269 For:LPC Type:TAKEOVER Time:2014-09-15 17:21:36
