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Market Announcements
                                                    FRIDAY, 04 FEBRUARY 2005
FOREIGN & COLONIAL INVESTMENT TRUST PLC
PURCHASE OF OWN SHARES
1) Date of purchase: 10 February 2005
2) Number of Ordinary Shares purchased: 378,863
3) Highest and lowest price paid per share (excluding expenses): 202.9992p
4) The issued share capital of the Company following this buy-back will be: Ordinary Shares - 906,789,788
5) Name and telephone number of contact for queries: Mr H.N. Potter 020 7770 5183
6) Name of authorised Company official responsible for this notification: Mr H.N. Potter For and on behalf of F&C Management Limited, Secretary
7) Date of notification 10 February 2005
FOREIGN & COLONIAL INVESTMENT TRUST PLC
Foreign & Colonial Investment Trust PLC at 09/02/2005
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value - ex income     232.34
Net Assets - prior charges at market value - cum income 235.52
Net assets per share - ex income                           237.75
Net assets per share - cum income                      240.94
F&C EMERGING MARKETS INVESTMENT TRUST PLC
F&C Emerging Markets Investment Trust PLC at 09-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
(convertibles unconverted ) ex income           97.55
(convertibles unconverted ) cum income          97.49
F&C SMALLER COMPANIES PLC
F&C Smaller Companies Plc at 09-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value -ex income      323.26
Net Assets - prior charges at market value - cum income 325.32
Net assets per share - ex income                           327.93
Net assets per share - cum income                          329.99
FOREIGN & COLONIAL EUROTRUST PLC
Foreign & Colonial Eurotrust PLC at 09-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net assets per share - ex income       543.16
Net assets per share - cum income 542.72
THE BANKERS INVESTMENT TRUST PLC
As at close of business on 9 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 335.2p and the net asset value per share including debt marked at fair value was 328.4p.
HENDERSON FAR EAST INCOME TRUST PLC
As at close of business on 9 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 201.8p.
HENDERSON TR PACIFIC INVESTMENT TRUST PLC
As at close of business on 9 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 93.6p.
THE CITY OF LONDON INVESTMENT TRUST PLC
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As at close of business on 9 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 249.2p and the net asset value per share including debt marked at fair value was 240.8p.
ANGLO & OVERSEAS TRUST PLC
Anglo & Overseas Trust PLC announces that at the close of business on 9 February 2005 its Net Asset Value per share was 252.02p.
DEUTSCHE EQUITY INCOME TRUST PLC
The Deutsche Equity Income Trust PLC announces that at the close of business on 9 February 2005 its Net Asset Value per share was 266.76p.
ANGLO & OVERSEAS TRUST PLC
Monthly Fact Sheet as at 31 January 2005 - A copy of the above document has been submitted to the UK Listing Authority and will shortly be
available for inspection at the UKLA's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5HS Tel: 020 7066 1000
DEUTSCHE EQUITY INCOME TRUST PLC
Monthly Fact Sheet as at 31 January 2005 - A copy of the above document has been submitted to the UK Listing Authority and will shortly be
available for inspection at the UKLA's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5HS . Tel: 020 7066 1000
NZSX 10 FUND (NS)
The manager of the NZSX 10 Index Fund advises that as at close of business on 10 February 2005 a total of nil units had been redeemed or allotted
since 09 February 2005. The total number of units on issue on that day was 70,445,142. The asset backing for each NZSX 10 Index Fund unit at
close of business on 10 February 2005 was $1.22636. The value of the NZSX 10 Index at the close was 1226.36.
WILLIAMS AND KETTLE LIMITED / WRIGHTSON LIMITED
Wrightson today waived all conditions on its takeover offer for the Napier-based rural servicing firm Williams and Kettle Limited other than the
condition relating to receipt of acceptances to an aggregate shareholding in Williams & Kettle of greater than 50 per cent, which is a requirement of
the Takeovers Code. The offer will now become unconditional as soon as Wrightson acquires 50.1 per cent of the shares in Williams and Kettle.
WILLIAMS AND KETTLE LIMITED/ WRIGHTSON LIMITED
H&G Limited and other interests associated with the Cushing family announced today that they intend to sell their entire 19.9 per cent shareholding
in Williams & Kettle Limited ("W&K") to Wrightson Limited. In a joint statement by Sir Selwyn and David Cushing they said: "We have thought very
carefully about this decision having been involved in the development of this iconic Hawke's Bay based company for more than 20 years. However,
we believe that rationalisation in the industry is not only inevitable but also very sensible." "We believe the Wrightson offer is very attractive
representing full and fair value. At $4.70 a share it is 35c above the highest valuation in Grant Samuel's independent appraisal report. We strongly
advise all W&K shareholders to accept the offer immediately." H&G intended to take the share and cash option for its 10.6 per cent shareholding
while other Cushing entities will take the cash option. "Wrightson are totally committed to retaining the W&K brand and culture and intend to build
upon the strengths of W&K in the districts in which it is well known and has a long heritage. We have also been assured that the W&K's head office
in Napier will be retained as the operating centre for the lower North Island region, ensuring a strong Hawke's Bay presence." "We believe that
merging the interests of W&K and Wrightson will result in substantial benefits for farmer and grower clients of both companies by providing more
cost effective products and services and by providing a strong platform for new initiatives to enhance client productivity and profitability. "We would
also like to thank the high calibre W&K staff for their dedication and professionalism, especially over the last two months of uncertainty. We believe
a much bigger group will provide many opportunities for W&K staff."
NZSX 50 PORTFOLIO INDEX FUND (NS)
The manager of the NZSX 50 Portfolio Fund advises that as at close of business on 10 February 2005 a total of nil units had been redeemed or
allotted since 09 February 2005. The total number of units on issue on that day was 12,298,723. The asset backing for each NZSX 50 Portfolio
Fund unit at close of business on 10 February 2005 was $1.5115. The value of the NZSX 50 Portfolio Index at the close was 1511.53.
WILLIAMS AND KETTLE LIMITED/ WRIGHTSON LIMITED
The Committee of Independent Directors established to consider the takeover offer from Wrightson Limited advised that in light of:
(a)the announcement this morning that Wrightson has waived all the conditions of its offer (other than the Takeover Code requirement that it
achieves a minimum 50.1% shareholding in Williams & Kettle Limited); and
(b)the announcement from H&G Limited that it and the other interests associated with the Cushing family intend to accept the Offer; and
(c)the absence of any competing bid from another party, the Committee has decided to recommend to W&K shareholders that they accept the Offer.
A further statement in this regard will be made later today and the Independent Committee will also be writing to all shareholders early next week.
W&K's Independent Committee comprises John Bayly, Roger Bonifant, Murray Gough, Andrew Train and Hamish Williams. The other W&K
directors, David Cushing, Sir Selwyn Cushing and Brian Martin are not considered independent due to their association with H&G Limited a
substantial security holder of W&K.
DELEGAT'S GROUP LIMITED
Delegat's Group Limited has provided an Appendix 7 from in relation to its upcoming interest payment on its Capital Notes DGL010 (ISIN:
NZDGLD0001S5). Record date is 04/02/2005. Payment Date is 15/02/2005.
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KINGFISH LIMITED
Performance for nine months to 31 Dec '04: Net Asset Value $1.2275, up 26.8% , Diluted Net Asset Value $1.1138, up 15% ,Share Price $1.04,
up 4% ,Warrant price $0.25, up 25% Dec Quarter Biggest Movers: Metlifecare +32% , Pumpkin Patch +33% , Freightways +18% , Michael Hill
+14% , Ryman Heathcare +13% Recent Portfolio changes: Kidicorp increased , Cadmus increased , Mediaworks exited , Briscoes decreased
Portfolio Holdings (31 Dec'04) Kingfish Holdings Limited: o Briscoes o Freightways o Mainfreight o Metlifecare o Michael Hill o Pumpkin Patch o
Ryman Healthcare o Turners Auctions o Waste Management Kingfish Nursery Limited: o Cadmus Technology o Comvita o Pod o Just Water o
Kidicorp o NZ Exchange o Steel & Tube o Other Undislcosed GENERAL OVERVIEW The net asset value of the portfolio increased 10.1% during
the December quarter to $1.2275 per share. In its first nine months, the company's net asset value has increased 26.8% from the $0.9684 raised in
the initial public offer (after issue expenses) to $1.2275 at 31 December 2004. As at 31 December 2004 the combined market value of Kingfish
shares and warrants (options) for those investors who participated in the initial public offer was $1.29, compared with the issue price of $1.00,
representing a 29% gain on their initial investment in nine months. PORTFOLIO PERFORMANCE Thirteen of the seventeen stocks in the
portfolio posted share price gains during the quarter. Five stocks, representing approx 55% of the portfolio gained considerably over the quarter and
added approx 85% of the increase in the value of the portfolio. Metlifecare and Pumpkin Patch's share price gains of 32% and 33% respectively
were among the highest in the market. Indeed, these stocks together contributed around 4.6% of the portfolio's 10.1% increase. The Freightways
share price gained 18% and added 2.1% to the portfolio. Michael Hill and Ryman Healthcare's shares together contributed a further 1.7% to the
portfolio. In spite of the buoyant market, four stocks declined during the period. Briscoes and Comvita announced forecast earnings downgrades
which saw share price falls of 19% and 12% respectively while Turners 9% share price fall resulted from market reaction to senior management
selling all their shares in the company and the subsequent resignation of the CEO. The Steel & Tube share price posted a nominal decline but for no
obvious reasons. A stronger domestic economy and high export prices have created an environment that supports strong profit results for both
exporters and domestic companies. December 2004 Quarter PORTFOLIO CHANGES The Portfolio has changed little since that disclosed in
the 30 September 2004 interim report. Most positions are at or are very close to target weightings and Fisher Funds has advised the Kingfish Board
that it is comfortable with the current portfolio composition while it continues to look for suitable new investment opportunities. Fisher Funds on
behalf of Kingfish bought more Kidicorp during the quarter and added a small holding in Cadmus Technology. Fisher Funds exited the Kingfish
holding in Mediaworks and is also reviewing the holding in Briscoes. FISHER FUNDS OUTLOOK We remain cautious regarding the
macroeconomic outlook over the medium term. "Stronger for longer" does not continue forever and higher interest rates and the NZ dollar must bite
at some stage. However we are comfortable with the portfolio. Kingfish owns companies that should continue to grow their earnings in spite of any
slowdown in NZ. A few examples include: - Freightways has continued to expand revenue and earnings consistently for the past 10 years in spite
of competition and a number of ownership changes; - Waste Management has considerable pricing power, waste volumes are largely steady and it
has an increasing earnings stream in Australia; - Pumpkin Patch and Michael Hill will continue to expand internationally; and Metlifecare and Ryman
Healthcare will continue to experience strong demand for their retirement units. Overall we believe the make up of your portfolio and the nature of
the companies, their management teams and prospects should continue to drive solid investment performance. 6 LARGEST CORE PORTFOLIO
HOLDINGS Metlifecare 14.1% of the portfolio. Waste Management 13.2% of the portfolio, Freightways 12.5% of the portfolio, Pumpkin Patch 9.1%
of the portfolio, Mainfreight 8.2% of the portfolio, Ryman 7.1% of the portfolio DIVIDEND PAYMENT The Directors expect the company should be
able to pay a small dividend at year end in accordance with the Kingfish dividend policy of paying dividends equivalent to the income received by
Kingfish after deducting the operating and management costs, including tax and financing costs of the company. The Directors intend that
imputation credits will be attached to the dividends to the fullest extent possible. WHAT'S COMING UP: Dividend Re-investment Plan - Feb 05,
March Quarterly Update -April 05, March year end result - May 05, Annual Report - June 05, AGM - July 05 A full copy of this Shareholder
Newsletter can be requested from Listed Company Relations by emailing lcr@nzx.com.
BLUE CHIP NEW ZEALAND LIMITED
The Chairman of the Board of Blue Chip New Zealand, Jock Irvine, wishes to announce the resignation of two directors from the Board, effective
immediately. David Stubbs has been a Blue Chip director since July 1, 2004 (and prior to that was a director for three years of Newcall Group
Limited, the company Blue Chip New Zealand took over last year by way of a reverse takeover) and is resigning to pursue his business interests as
a Blue Chip licensee. It would have been a conflict of interest for David to operate as a licensee and hold a position as a Blue Chip director. "With
Blue Chip recently listing on the NZX, it has been a very exciting time to have held a position on the Blue Chip Board of Directors, however I am very
much looking forward to starting my own business as a Blue Chip licensee," said David. John Lowther is stepping down from his position on the
board to enable Blue Chip's Board of Directors to become fully independent apart from the Managing Director, Mark Bryers. John will continue to
assist the company in his role as Principal of Lowther and Associates. "John Lowther and David Stubbs have both made significant contributions to
the Blue Chip Board of Directors during a time of substantial growth and change. We wish John and David the very best for their future business
ventures," said Jock Irvine. "At the same time, we would also like to welcome a new Chief Financial Officer to the Blue Chip team. As a result of the
excellent contribution Gregor Duncan has made to Blue Chip over the past four months in a contract role, he has been permanently appointed as
Blue Chip's Chief Financial Officer," he said. As Chief Financial Officer, Gregor is responsible for company accounting and reporting and liaison with
auditors. Gregor's career commenced with Deloitte where he spent time in the audit and receivership teams as well as mergers and acquisition,
including being based in Hong Kong for part of this time. Gregor then worked for Motorola in Moscow for two years and returned to New Zealand in
1996. Since 1996 he has been involved in a variety of roles which have seen him take part in several company public listings including the listing of
JustWater International Limited.
NEW ZEALAND FINANCE HOLDINGS LIMITED
New Zealand Finance Holdings Limited (NZF) enters an agreement to acquire Approved Mortgage Brokers business. NZF advises that its subsidiary
New Zealand Mortgage Finance Limited (NZMF) has entered into a conditional agreement to acquire the business operations of Approved Mortgage
Brokers International Limited (AMB) for $1,200,000. The consideration is to be satisfied by the issue of 2,666,667 ordinary shares in NZF at an
issue price of 45 cents (based on the last 20 business days closing price). The agreement is subject to NZF final due diligence and subject to the
satisfaction of that condition, settlement is set down for the 1st of April 2005. Approved Mortgage Brokers was founded in 1996 and began to
establish franchised outlets in 2000. There are now 11 franchises and 17 people working within the company. The business acquired will continue to
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trade under its own brand Approved Mortgage Brokers and existing management will stay in place, along with all people currently employed or
contracted. This agreement effectively doubles NZ Finance Holdings' mortgage broking business, which is managed through its subsidiary NZMF
and meets NZFH's goal of expanding its distribution channels for growth. The move creates a mortgage broking company that is heading rapidly
towards writing $1 billion in annual mortgages.
TRUSTPOWER LIMITED
Interest Payment on Subordinated Bonds TrustPower Limited has provided Appendix 7s in respect of its subordinated bonds:
TPW010 (ISIN: NZTPWD0001S9), Amount per security 8.3%, Record date 25/2/2005, Payment date 15/3/2005.
TPW020 (ISIN: NZTPWD0002S7) Amount per security 8.5%, Record date 25/2/2005, Payment date 15/3/2005.
TPW030 (ISIN: NZTPWD0003S5) Amount per security 8.3%, Record date 25/2/2005, Payment date 15/3/2005.
TPW060 (ISIN: NZTPWD0006S8) Amount per security 8.5%, Record date 25/2/2005, Payment date 15/3/2005.
THE NZSX MIDCAP INDEX FUND (NS)
The Manager of the NZSX Mid Cap Index Fund - MIDZ advises that as at the close of business 10/2/05 a total of NIL units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 18,169,198 (nc). The NTA for each MIDZ unit at close of
business 10/2/05 was $2.51052.
THE NZX AUSTRALIAN MIDCAP INDEX FUND (NS)
The Manager of the NZX Australian Mid Cap Index Fund advises that as at close of business on 10/2/05 a total of Nil units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 8,721,445. (nc) The NTA for each MOZY unit at close of
business (Sydney) 10/2/05 was $4.5440
AUSTRALIAN 20 LEADERS INDEX FUND (NS)
The Manager of the Australian 20 Leaders Index Fund - OZY advises that as at the close of business 10/2/05 a total of 150,000 units had been
allotted/redeemed since the previous notice. The total number of units on issue on that day was 40,612,428. (-150,000) The NTA for each OZY
unit at close of business (Sydney) 10/2/05 was $2.4684
PURE NEW ZEALAND LIMITED
The Annual Report for Company for the Financial Year ending 30th June 2004
PURE NEW ZEALAND LIMITED
The Directors have filed Statutory Declarations in relation to the Annual Report and announcements
NEW ZEALAND EXCHANGE LIMITED (NZXR)/ PURE NEW ZEALAND LIMITED
Late Annual Report - On 1 February 2005, NZX Regulation ("NZXR") required Pure New Zealand Limited ("PUR") to provide the following items by
10 February:
(a)Its annual report for the year ending 30 June 2004; and
(b)Sworn affidavits from the PUR directors to NZXR certifying that PUR has disclosed all material information as required under Listing Rule 10.1.1
PUR has provided NZXR with a statutory declaration but it has only been signed by two of the three directors. PUR has also provided NZXR with the
annual report for the year ending 30 June 2004. NZXR has noted that the auditor has provided a qualified opinion due to the value of material
investments being unsubstantiated or incorrectly accounted for. On balance, NZXR is not satisfied that the market is fully informed and that PUR has
fully complied with the requirements set by NZXR. Accordingly, NZXR has decided to refer this matter to NZX Discipline. PUR securities will remain
in suspension until further notice.
LEND LEASE CORPORATION LIMITED
Lend Lease Corporation Limited today announces its half year results for the six months ended 31 December 2004.
,Attached are the following documents: -Stock Exchange and Media Announcement -Preliminary Half Year Report (Appendix 4D), -Half Year
Consolidated Financial Report, -Management Discussion and Analysis of Financial Condition and Results of Operations, -Five Year Profile
-Directors' Report, -Consolidated Financial Report, -Auditor's Independent Review Report, -Presentation to be made to the Media and Analysts.
Lend Lease delivers strong growth in operating profit - Result reinforces growth strategy - Lend Lease Corporation Limited ("Lend Lease") today
announced an operating profit after tax of A$167.1 million, excluding one-off items, for the six months to December 2004. This compares to after tax
operating earnings of A$108.5 million for the six months to December 2003. Reported net profit after tax for the period, after one-offs which included
A$50.8 million costs for restructuring and the now lapsed General Property Trust ("GPT") merger, was A$128.5 million compared to A$188.2 million
after tax for the six months to December 2003. The December 2003 result included a one-off profit of A$79.7 million after tax from the sale of the
Company's interest in IBM Global Services Australia Limited. Lend Lease generated strong operating earnings growth across its three core
businesses, which generated profit after tax for the six months of A$167.5 million (A$113.6 million - December 2003). Earnings per share, excluding
one-off items, grew by 63% to 41.9 cents for the period. In accordance with its dividend policy, the Company declared an interim dividend of 28
cents per share unfranked, to be paid on 8 March 2005. This compares to the 18 cents per share unfranked interim dividend for the December 2003
half year. Lend Lease Group Managing Director and CEO, Greg Clarke, said the result highlighted the strength and depth of the Company's
diversified operations. "Our strategy is to focus on a portfolio of high quality businesses across the property value chain where Lend Lease has
established market positions and a deep skill base," Mr Clarke said. "This result underscores the emerging success of our strategy and the benefits
of an earnings base that is diversified not only by type of business, but by sector and geography. "Solid performance in each of our core
businesses: Bovis Lend Lease; Integrated Development, and Real Estate Investments, contributed to the strong result," Mr Clarke said. RESULTS
OVERVIEW - The 54% increase in Group operating profit after tax and before one-off items compared to the December 2003 half year is due to: An
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increase of A$22.5 million in Bovis Lend Lease profit after tax, with the Asia Pacific operations returning to profit. - A 102% increase in the Integrated
Development Business profit to A$49.4 million after tax, principally due to an increase in Europe profit after tax of A$26.2 million resulting from bid
cost recoveries, and a 34% increase in profit after tax from Delfin Lend Lease - A 14% increase in profit from continuing Real Estate Investments
operations to A$51.3 million after tax, largely due to increased income from Bluewater in the UK and King of Prussia in the US - A A$4.6 million
reduction in net corporate costs after tax. FINANCIAL HIGHLIGHTS - The Company successfully implemented restructuring initiatives that will
deliver approximately A$40 million after tax of the A$60 million after tax annualised savings and synergies identified under the proposal to merge
with GPT. As that merger proposal lapsed, the remaining A$20 million savings were not possible. The savings achieved will begin to emerge in the
second half of this financial year, with the full benefit emerging in FY 2006. - One-off costs incurred for the GPT merger proposal were A$25.5 million
after tax, and costs associated with implementing the annual A$40 million after tax savings were A$25.3 million after tax for the period. - The net
impact from sale of remaining US REI businesses was a A$12.2 million profit after tax. - Cash at 31 December 2004 was A$1.2 billion. - Debt at 31
December 2004 was A$828.8 million, and gearing was 14% (gross debt to total tangible assets). - Interest coverage 9.9 times (target 6 times).
OUTLOOK - In operational and financial terms, Lend Lease is very well placed to deliver on its objectives over the short and long term. "The
Company's performance for the first half puts Lend Lease on track to achieve a full year operating profit around the top end of the current market
consensus range, excluding one-off items and earnings from the discontinuing US REI businesses," Mr Clarke said. "The result gives us even
greater confidence that the business strategy, as we set out for the market over the past six months, is the right course for Lend Lease, irrespective
of the eventual outcome of the current offer by Stockland for GPT. "It remains our preference to pursue our future growth with GPT but, if that proves
not to be possible, Lend Lease is clearly well positioned to chart its own course. "We are very confident of our future," Mr Clarke said. OPERATING
HIGHLIGHTS - Six Months to 31 December 2004 Bovis Lend Lease Operating profit for the construction and project management arm increased
50.8% to A$66.8 million. The Company ended the six months with record Backlog Gross Profit Margin (Backlog GPM) - the profit expected to be
earned in future periods from secured contracts. Backlog GPM across the three regions grew by approximately 29% to A$672 million. In the Asia
Pacific region, Bovis Lend Lease returned a profit of A$7.8 million after tax, compared to a loss of A$18 million for the six months to December 2003.
The business is expected to return to normal levels of profit over the next 18 months as the projects on which losses were incurred last year are
completed, and the new management's focus on sales is realised. Operating profit after tax for the Americas decreased A$6.2 million to A$19.6
million, with about half the decrease due to adverse foreign exchange rate movements. The remainder of the reduction was due to timing of the
completion of several large contracts in the previous period. The Americas business had a very successful six months with new project sales.
Backlog GPM for the US operations grew to a record A$222 million at December 2004. The business has secured nearly US$500 million in new
contracts in the month of January 2005 alone. In Europe, Bovis Lend Lease profit after tax was up 8% to A$39.4 million for the six months to
December 2004. Major highlights included a further 5-year extension of the BP Global Alliance agreement and the financial close of the Leeds and
Manchester hospital PFI contracts. Backlog Gross Profit Margin in Europe also grew very strongly to a record A$378.2 million. Integrated
Development Businesses (IDBs) IDBs delivered an outstanding result, increasing profit after tax by 102% to A$49.4 million over the period. This was
due mainly to the turnaround in European operations from a loss of A$14.5 million after tax at December 2003 to a profit of A$11.7 million after tax
for the six months to December 2004. In Asia Pacific, Delfin Lend Lease achieved a 34% increase in after tax profit for the six months to A$26.5
million (A$19.7 million Dec 2003). The strong growth was achieved despite a generally softer residential sales environment compared to the
market's peak during the six months to December 2003. While Delfin Lend Lease settled 27% fewer lots during the six months to December 2004
(compared to the December 2003 half year), the average sale price per lot increased by 34%, reflecting the quality of the portfolio and its increased
exposure to the stronger Sydney market and driving increased profit. Since Lend Lease acquired Delfin in 2001 for A$172 million, the business has
sold approximately 20,000 lots, yet maintained its secured backlog lots at approximately 50,000. At December 2004, Delfin Lend Lease was
involved in exclusive negotiations with landholders controlling a further 20,000 lots. In Australia, Lend Lease Development, which focuses on large-
scale, integrated, mixed-use residential projects, achieved a profit after tax for the six months to December 2004 of A$13.4 million, down only A$1
million from the December 2003 half year result. This result, in a clearly tough apartment sales environment, also underscores the high quality
nature of the Company's projects such as Jacksons Landing in Sydney, Twin Waters in south-east Queensland and Victoria Harbour in Melbourne.
The Company used the quieter market to focus on bringing three new high profile projects to construction phase - Hyatt Coolum and the next stage
of Twin Waters in south-east Queensland, and Dock 5 in Melbourne. In the US, while Actus Lend Lease recorded a small operating loss of A$1.8
million after tax for the half year (A$4.1 million profit after tax at December 2003), this was mainly due to delays with the financial close of the
Hickam Air Force Base contract on which the Company was preferred bidder. That contract reached financial close this week. The profit outlook for
Actus for the full year is positive, with four of its seven secured military base projects now operational and financial close on two of the remaining
three projects expected by June this year. In Europe, the IDBs delivered A$11.7 million after tax profit, primarily because of reaching financial close
on two major UK hospital PFI contracts - Leeds and Manchester, which enabled recovery of A$16.4 million in bid costs for these projects. The
Company is currently bidding on a further two healthcare projects, one defence, and one education project. The Urban Communities business
delivered its first profits from the Greenwich Peninsula project with the sale of development rights on the Dome precinct. Since the December
balance date, Lend Lease has cemented its position in the UK as a leading communities developer, having secured two new projects that will
potentially double its sales backlog to 20,000 lots. These projects include a promotional agreement with a major landholder for a master-planned
community of approximately 5,000 homes; 100,000 square metre commercial, as well as retail and community leisure and recreational facilities on a
site north-west of London in one of the UK Government's nominated growth areas. The second project is the creation of the First Base Partnership
involving three principal shareholders - Lend Lease, Elliot Lipton and Stanhope plc, which has been selected as one of three development partners
by the UK Government for its London Wide Initiative ("LWI") to create up to 15,000 dwelling s for essential workers in the Greater London area.
Stage one of the LWI is targeting 4,000 dwellings over the next three years. Bovis Lend Lease has been appointed the First Base Partnership's
preferred construction partner. The Retail Development business continued to progress well, with the Chapelfield, Norwich redevelopment moving
to 70% leased and on schedule to open in September this year. Earlier this week Lend Lease announced that the Golden Square, Warrington
redevelopment, with an end development value of approximately A$600 million, had become unconditional. Lend Lease has acquired a 50% interest
in the centre. Lend Lease will manage the redevelopment; Bovis Lend Lease will undertake construction and Lend Lease Retail will provide asset
and property management services to the owners. The Company is evaluating a number of potential retail development schemes, with the
Warrington model an exciting potential blueprint for many of them. Real Estate Investments - Operating profit after tax from continuing operations in
the division increased 14% to A$51.3 million for the period. The earnings increase was primarily due to a lift in income from Bluewater in the UK,
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King of Prussia in the US and the retail asset fund, Asia Pacific Investment Company. Total Assets Under Management at December 2004 were
A$19.9 billion (A$19.6 billion June 2004). In Asia Pacific, while the major focus for the period was the proposed merger of Lend Lease and GPT,
operating profit from REI increased 11% to A$16.1 million after tax. The wholesale funds management operations performed strongly, with three of
the five wholesale funds managed by Lend Lease significantly outperforming their benchmarks for the 12 months to December 2004. This
competitive performance saw the Australian Prime Property Fund raise over A$500 million in fresh equity, while the launch of the Real Estate
Partners 2 Fund raised a further A$87 million. In the UK, net operating income earned on Lend Lease's 30% interest in Bluewater rose 14% over
the corresponding period, and the centre's valuation increased a further 12% to over GBP1.8 billion (A$4.4 billion). Earnings from asset and property
management and the Company's interest in Generali Lend Lease more than doubled to A$3.1 million after tax. A full copy of the Appendix 4D and
Presentation to be made to the Media and Analysts can be requested by emailing Listed Company Relations at lcr@nzx.com.
NEW ZEALAND OIL AND GAS LIMITED
ISSUE OF SECURITIES - EXERCISE OF OPTIONS Announcement in terms of listing rule 7.12.1
Please be advised of an issue of securities as follows;
(a)Class of Security - Ordinary Shares (NOG)
(b)Number issued - 12,250
(c)The nominal value and issue price - NZ$0.60 (no nominal value.)
(d)Payment was in cash.
(e)N/a.
(f)The percentage of the total class of securities issued - less than 0.01%
(g)The reason for issue - option holders exercising options.
(h)The specific authority for the issue - Investment statement and prospectus dated 29 May 2002.
(i)N/a
(j)Total number of listed securities in existence after the issue - 71,908,988 Options (2005) & 128,355,581 Ordinary Shares.
(k)N/a
(l)Date of issue - 11 February 2005.
WILLIAMS AND KETTLE LIMITED/ WRIGHTSON LIMITED
Keith Smith, the chairman of Wrightson, today welcomed the recommendation of the independent directors of Williams and Kettle Limited that
shareholders accept the Wrightson offer of $4-70 a share. Mr Smith also welcomed the decision of the Cushing family interests to sell into the offer.
"Sir Selwyn has played a significant leadership role in the success of Williams and Kettle as the largest rural servicing firm on the East Coast and
Hawkes Bay," Mr Smith said. "We are delighted that he now sees the future growth and development of the company as a partner with Wrightson in
order to deliver the wider range of services farmer-clients are demanding."
TENON LIMITED
AUCKLAND, 11 February 2005 - Tenon today reported operating earnings for the six months ended December 2004 of $28 million, compared with
$25 million recorded in the corresponding six months to December 2003. Commenting on the result the Chief Executive, John Dell, said, "We are
obviously very pleased with the strong performance for the first six months. The business delivered earnings growth in a challenging business
environment. The adverse impact of foreign exchange rates, period over period, negatively impacted operating earnings by $14 million, so the
headline result masks strong underlying operating earnings growth." Highlights during the six month period included: -Solid earnings contribution
from our US distribution businesses, The Empire Company ("Empire") and American Wood Mouldings ("AWM"), -Continued strong domestic and
Australian demand for lumber products and strong first quarter USA product prices, -Commenced upgrade at the Kawerau sawmill and completed
improvements at the Mount Maunganui Plywood plant -Announcement of the second capital return of $321 million which equates to $1.15 per
existing share - Conditional agreement to sell the Structural Consumer Solutions business to Carter Holt Harvey Limited ("CHH") for $165 million
plus working capital movements The net profit after taxation for the six months to December 2004 was $17 million compared to a $26 million loss for
December 2003. The prior year loss included a loss from discontinued activities of $46 million. Operating Performance - Operating revenue for the
period totalled $367 million, up $155 million (73%) on the corresponding six months to December 2003. The increase was driven by the
consolidation of Empire for the full six month period, increased sales volumes to the domestic and Australasian markets, and the inclusion of arising
grade log sales that were previously included within discontinued forestry activities. Earnings before interest, tax, depreciation and amortisation
("EBITDA") for the six months to December 2004 were $36 million, compared to $32 million for the six months to December 2003. The average NZ /
US dollar and NZ / Australian dollar exchange rates during the six months to December 2004 were $0.6756 and $0.9223 compared to $0.6036 and
$0.8810 respectively for the six months to December 2003. The earnings impacts of these currency movements were not mitigated by hedging
activities (2003: $6 million pre-tax gain). EBITDA for the Structural Consumer Solutions segment was $11 million for the current period, compared to
$13 million for the prior year corresponding period and $8 million for the six months to June 2004. Sales prices remained firm, however, increased
log prices over the prior comparative period reduced earnings. EBITDA for the Appearance Consumer Solutions segment was $27 million for the
current period, compared to $13 million for December 2003 and $24 million for the six months to June 2004. Earnings were adversely impacted by
the strong NZ dollar, however, this was offset in the first quarter by strong Moulding and Better sales prices (USD1,355 per mbf). Earnings were
also enhanced by the consolidation of Empire for the full six month period, compared to two months in the comparative period to December 2003.
Continued revenue growth within Tenon's US distribution companies increased underlying US dollar earnings. Included within the current period
EBITDA is a charge of $6 million for Support Services costs, interest income of $6 million and foreign exchange losses of $2 million. In the
comparative period to December 2003, EBITDA included a foreign exchange gain of $6 million while Support Service costs were included within
discontinued activities. Cash Flows - Net cash from operating activities for the six months to December 2004 was $4 million, down from $9 million
in the corresponding period to December 2003 due to increased investment in working capital. Cash applied to working capital of $21 million
supported revenue growth at Empire, an increased proportion of longer lead time export debtors within Structural Consumer Solutions, additional
safety stock at Kawerau sawmill in advance of the commissioning of the front-end upgrade project and higher inventory levels in the USA. The
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company invested $10 million of capital expenditure during the period, primarily for the Kawerau sawmill front-end upgrade project ($7 million) and
the log pre-conditioning upgrade at the Mount Maunganui Plywood plant ($1 million). The Kawerau sawmill front-end upgrade is in the final stages
of commissioning, while the log pre-conditioning upgrade was successfully commissioned in October 2004. The company has net cash of $200
million as at 31 December 2004, including the debt owed by Empire of $14 million. Capital Return - On 22 December 2004, shareholders approved
a capital return of $321 million by cancellation of three out of every four shares on issue and payment of $1.5333 per share cancelled which equates
to $1.15 per share prior to cancellation. Shareholders of record at 5:00 pm on Wednesday 16 February 2005 are entitled to the payment, which is
expected to be made on or around 23 February 2005. Structural Consumer Solutions Review - Following credible unsolicited approaches in relation
to the Structural Consumer Solutions business, the company undertook a strategic review that resulted in a conditional agreement to sell the
Structural Consumer Solutions business to CHH for $165 million plus working capital movements, all payable in cash. Including additional working
capital to be released from log procurement, the cash to be received will increase to approximately $170 million. The agreement is subject to the
completion of the Kawerau Sawmill front-end upgrade project and other standard commercial conditions. Settlement is expected to occur in the first
quarter of calendar 2005. Market Outlook / Financial Guidance - It is expected that while the company's underlying EBITDA for the full year will be in
the range of $60 - $64 million (before accounting for the sale of the Structural Consumer Solutions business), the composition of earnings will
change. It is anticipated that the Appearance Consumer Solutions business' earnings will be lower than forecast in the Target Company Statement
released on 12 May 2004, that assumed a NZ / US dollar exchange rate of NZD1.00 = USD0.60, offset by improved earnings from the Structural
Consumer Solutions business and interest income. The company will provide further earnings guidance, following the sale of the Structural business
becoming unconditional, to reflect the impact of the sale on the full year's result. Segmental Volume Information – Sales Volumes(000m3) Six
months to Dec 2004 Jun 2004 Dec 2003 Manufactured Product Sales Solid Lineal Mouldings 16 18 13, Laminated and Finger-Jointed Product
Appearance 0 0 7, Structural 37 33 32, Lumber and Roundwood Appearance 77 69 74, Structural 235 222 208, Total 365 342 334, Third
Party Lumber Trading 15 15 17, Total 380 357 351
TENON LIMITED
HY to 31/12/2004 $17m (Loss$26m) No Div
CONSOLIDATED OPERATING STATEMENT FOR THE HALF YEAR ENDED 31/12/2004
Unaudited NZ$million
Current Period (Previous Corresponding Period)
OPERATING REVENUE
 Trading revenue 353;           203
 Other revenue       14;        9
Total Operating Revenue         367;      212
OPERATING SURPLUS (DEFICIT) BEFORE TAXATION 27;               25
Less taxation on operating profit         (7);       (4)
OPERATING SURPLUS (DEFICIT) AFTER TAX 20;                21
Extraordinary items after tax -;          -
Unrealised net change in value of investment properties -     -;
NET SURPLUS (DEFICIT) FOR THE PERIOD 20;                 21
Net Surplus (Deficit) attributable to minority interests (3); (1)
NET EARNINGS FROM CONTINUING OPERATIONS                  17;  20
NET EARNINGS FROM DISCONTINUED OPERATIONS -                   (46)
NET SURPLUS (DEFICIT) ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER                        17;       (26)
EPS       6.1cps 7.2cps
WESTPAC BANKING CORPORATION
Re: Westpac Self-Funding Instalments over Rio Tinto Limited (RIOSWA) - Westpac Banking Corporation, as issuer of self-funding instalments over
securities in Rio Tinto Limited, (ASX Codes RIOSWA), advises that the record date for the entitlement to AUD $0.5829, for holders of RIOSWA will
be 1 March 2005. This date is the record date for the distribution payable on securities in Rio Tinto Limited. The RIOSWA self-funding instalments
will commence trading ex-distribution on 23 February 2005, which is the same date that the securities in Rio Tinto Limited are ex-distribution. As
detailed in the Product Disclosure Statement dated 16 February 2004, the instalment holder directs that the distribution be applied to reduce the
Completion Payment. In addition Westpac will further reduce the Completion Payment by a refund of interest that relates to the distribution. The new
Completion Payment will become effective from the exdistribution date, which is 23 February 2005. Details of the change in the Completion Payment
ASX Code: Previous Completion Payment; Distribution applicable for Completion Payment reduction; Interest Refund; New Completion Payment
RIOSWA: $20.0228 ; $0.5829 ; $0.0156 ; $19.4243 For further information please contact Westpac Banking Corporation 1800 990 107.
WESTPAC BANKING CORPORATION
Challenger Portfolio Endowment Warrants - Change in the Outstanding Amounts. Pursuant to the Offering Circulars dated 11 October 2001 and 11
November 2002, Challenger Equities Limited has issued Portfolio Endowment Warrants containing Westpac Banking Corporation. Portfolio
Endowment Warrants – PEWEEA - Pursuant to an offering Circular dated 11 October 2001, Challenger Equities Limited has issued Year 2012
Portfolio Endowment Warrants in respect of the following Underlying Parcel of Shares: PEWEEA Stock: No of Shares in Underlying Parcel,,Alumina
Limited: 12, AMP Limited: 5, Australia and New Zealand Banking Group Limited: 6,BHP Billiton Limited: 11, Brambles Industries Limited: 9,
Commonwealth Bank of Australia: 3, Coles Myer Limited: 14, CSL Limited: 2, Foster's Group Limited: 20, Macquarie Bank Limited: 3, National
Australia Bank Limited: 3, News Corporation Limited: 7, Rio Tinto Limited: 3, St George Bank Limited: 6, Telstra Corporation Limited: 21, Westpac
Banking Corporation: 7, Wesfarmers Limited: 3, WMC Resources Limited: 12, Woolworths Limited: 8, Woodside Petroleum Limited: 7. Westfield
Holdings Limited (as at 16 July 2004 - Westfield Group): 5 As Warrant Issuer and according to Clause 4.6 of the Offering Circulars, Challenger
Equities Limited provides the following information in relation to the period ending 23 February 2005. As at the 23 February, the following Reduction
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Amounts were paid in respect of the underlying shares in the Portfolio ASX Share Code: Payment Date Reduction Amount per Share (cents); No. in
Portfolio; Reduction Amount RIO 8-April-05 $0.5829 3 $1.7487 TOTAL $1.7487 The Outstanding Amounts of the Portfolio Endowment Warrants,
PEWEEA have been adjusted according to Clause 4.5 of the Offering Circulars as follows: Number Of Warrants ;Warrant Code ;Outstanding
Amount 1,000 ;PEWEEA ;$1,151.76 1 ;PEWEEA ;$1.15 In accordance with the relevant Offering Circulars, the Base Rate that will apply to all series
of Endowment Warrants issued by Challenger Equities Limited, pursuant to that Offering Circular, from 1st January 2005 to 31st March 2005
inclusive is 5.4767% per annum. The Base Rate plus the Margin (2.50% per annum) is therefore 7.9767% per annum. Portfolio Endowment
Warrants – PEWEEB Pursuant to an offering Circular dated 11 November 2002, Challenger Equities Limited has issued Portfolio Endowment
Warrants in respect of the following Underlying Parcel of Shares: Stock: No of Shares in Underlying Parcel Alumina Limited 13, AMC 11, AMP
Limited 8, Australia and New Zealand Banking Group Limited 5, BHP Billiton Limited 10, Brambles Industries Limited 15, Commonwealth Bank of
Australia 3, Coles Myer Limited 15, Foster's Group Limited 20, National Australia Bank Limited 3,,News Corporation Limited 10, Rio Tinto Limited
3,,Suncorp Metway 9, St George Bank Limited 5, Telstra Corporation Limited 20, Westpac Banking Corporation 7, Wesfarmers Limited 3, WMC
Resources Limited 13, Woolworths Limited 8, Woodside Petroleum Limited 8, Westfield Holdings Limited (as at 16 July 2004 - Westfield Group) 8
As at the 23 February 2005, the following Reduction Amounts were paid in respect of the underlying shares in the Portfolio. ASX Share: Code;
Payment Date Reduction Amount per Share (cents); No. in Portfolio; Reduction Amount RIO 8-April-05 $0.5829 3 $1.7487 TOTAL $1.7487 The
outstanding amount following the above reduction amount is as follows: Number Of Warrants Warrant Code Outstanding Amount, 1,000 PEWEEB
$1,116.72, 1 PEWEEB $1.11. In accordance with the relevant Offering Circulars, the Base Rate that will apply to all series of Endowment Warrants
issued by Challenger Equities Limited, pursuant to that Offering Circular, from 1st January 2005 to 31st March 2005 inclusive is 5.4767% per
annum. The Base Rate plus the Margin (2.50% per annum) is therefore 7.9767% per annum. For further information please contact Westpac
Banking Corporation 1800 990 107.
WESTPAC BANKING CORPORATION
Westpac Instalments over Southcorp Limited (SRPIWE, SRPIWF AND SRPIWG). Westpac Banking Corporation, as issuer of instalment warrants
over shares Southcorp Limited, (ASX Codes SRPIWE, SRPIWF AND SRPIWG), advises that the record date for the entitlement to AUD $0.03, for
holders of SRPIWE, SRPIWF AND SRPIWG will be 28 February 2005. This date is the record date for the dividend payable on the ordinary shares
in Southcorp Limited. The SRPIWE, SRPIWF AND SRPIWG instalment warrants will commence trading exdistribution on 22 February 2005, which
is the same date that the ordinary shares in Southcorp Limited are ex-dividend. The dividend will be paid to SRPIWE, SRPIWF AND SRPIWG
instalment holders as soon as practicably possible following payment by the Listed Entity to the Trustee. In any event, it is anticipated that the
instalment dividend will be paid to holders no later than 1 business day after the Listed Entity's dividend payment date of 31 March 2005. For further
information please contact Westpac Banking Corporation 1800 990 107.
WESTPAC BANKING CORPORATION
Re: Westpac Instalments over Rio Tinto Limited (RIOIWE, RIOIWF, RIOIWG, RIOIWH, RIOIWJ AND RIOIWL) Westpac Banking Corporation, as
issuer of instalment warrants over shares Rio Tinto Limited, (ASX Codes RIOIWE, RIOIWF, RIOIWG, RIOIWH, RIOIWJ AND RIOIWL), advises that
the record date for the entitlement to AUD $0.5829, for holders of RIOIWE, RIOIWF, RIOIWG, RIOIWH, RIOIWJ AND RIOIWL will be 1 March
2005.This date is the record date for the dividend payable on the ordinary shares in Rio Tinto Limited. The RIOIWE, RIOIWF, RIOIWG, RIOIWH,
RIOIWJ AND RIOIWL instalment warrants will commence trading ex-distribution on 23 February 2005, which is the same date that the ordinary
shares in Rio Tinto Limited are ex-dividend. The dividend will be paid to RIOIWE, RIOIWF, RIOIWG, RIOIWH, RIOIWJ AND RIOIWL instalment
holders as soon as practicably possible following payment by the Listed Entity to the Trustee. In any event, it is anticipated that the instalment
dividend will be paid to holders no later than 1 business day after the Listed Entity's dividend payment date of 8 April 2005. For further information
please contact Westpac Banking Corporation 1800 990 107.
TRAINING SOLUTIONS PLUS LIMITED
For the purposes of Listing Rule 7.12.1, Training Solutions Plus Limited advises that the following securities were issued by the Company on 4th
February 2005:
A. Class of security Ordinary Shares ISIN NZECHE0001S8
B. Number issued 200,000,000
C. Nominal value Issue Price NZ$0.0009 (A$0.00081)
D. Payment terms Cash
E. Amount paid up 100%
F. Percentage of class of Securities 5.9%
G. Reason for issue Shares placed pursuant to the shortfall in the issue of shares under the Share Purchase Plan Offer, dated 3rd December
2004
H. Authority for issue
Directors' resolution dated 24th November 2004
I. Terms of issue Refer to Registered Prospectus (Short Form) and Investment Statement dated 3rd December 2004, each lodged with the NZX
J. Number of securities in existence 3,396,395,991
K. Treasury stock N/A
BEAUTY DIRECT AND ONLINE LIMITED
Beauty Direct and Online Ltd (BDO) announces that in connection with the anticipated approval of the Life Pharmacy acquisitions next week,
auditors Grant Thornton have tendered their resignation as Auditors of BDO. This has been brought about at the request of the proposed new board
of Life Pharmacy, which has indicated to Grant Thornton that it would prefer to have a new auditor, and for that new auditor to have continuity or
involvement from the point of completion of the Life Pharmacy acquisitions, through the audit of the March 2005 accounts and beyond. Pursuant to
a tender process the new auditor will be appointed within the required period of 30 days, which will be soon after the completion of the Life
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Pharmacy acquisitions - and this will enable them to gain a good understanding of the initial Life Pharmacy acquisition transactions to ensure
continuing knowledge for the impending end of year audit and in subsequent years. The board of BDO thanks Grant Thornton for their excellent
service to the company. In accordance with requirements, the board of BDO will fill the casual vacancy within the next 30 days, and will announce
the new auditors to the market through NZX.
CAVALIER CORPORATION LIMITED
Name of listed issuer: Cavalier Corporation Limited
Consolidated statement of financial performance
Total operating revenue: $101.342M ($99.298M) +2.1%
Operating surplus before tax: $16.483M($15.790M) +4.4%
Less tax on operating surplus: $5.525M ($5.313) +4.0%
Operating surplus after tax but before minority interests: $10.958M ($10.477M) +4.6%
Less minority interests: $.213M ($.149M) +43.0%
Operating surplus after tax attributable to members of listed issuer: $10.745M ($10.328M) +4.0%
Earnings per share (annualised): 33 cents (32.5 cents) +1.5%
Second interim dividend: 8 cents per share (8 cps)
Record date: 4/3/05
Payment date: 11/3/05
Imputation tax credit on final dividend: 3.9403 cents per share
FINANCIAL PERFORMANCE The Directors of Cavalier Corporation are pleased to announce an unaudited operating surplus after tax and minority
interests of $10.7 million for the 6 months to 31 December 2004. This represents an increase of 4% on the corresponding period last year. The key
features for the period were the good profit performance of our carpet operations and the lower earnings from our wool operations. Interest cost for
the period of $1.5 million was $.7 million more than last year. Borrowings increased , mainly to fund those capital projects aimed at increasing
capacity and to fund our new investment in scouring in the South Island. In addition, there was the higher cost of borrowing brought about by
increases in the Official Cash Rate. FINANCIAL POSITION In the Financial Position Statement as at 31 December 2004, total assets were $146
million, an increase of $16 million from the total as at 30 June 2004. Half of this increase relates to our new investment in 46.25%-owned associated
company, Canterbury Woolscourers. On the liabilities side, borrowings increased by $18 million to $56 million to fund the increase in assets. As a
result, our debt to equity ratio as at 31 December 2004 was 46:54, compared with 37:63 as at 30 June 2004. $6 million of this increase can be
attributed to temporary advances to Canterbury Woolscourers and the larger amount of cash held at balance date. RETURN ON FUNDS
EMPLOYED Our net funds employed as at 31 December 2004 was $121 million, an increase of $14 million or 13% on 30 June 2004. At the same
time, our annualised earnings before interest and tax over the 6 months increased by 5%. As the increase in our earnings has not kept pace with the
increase in funds employed, the result has been a marginal decrease in our return on net funds employed over this period. However, this result has
to be considered in the context of the number of new capital spends which are included within the net funds employed in our businesses as at
balance date, but in respect of which we have yet to realise their earnings potential. Our recent investment in Canterbury Woolscourers is a good
example because it is not expected to generate a return for us until the next financial year. SEGMENT REVIEWS Carpet Operations Revenue for
Carpets for the 6 months to 31 December 2004 was $82.8 million, up 2% on last year. Operating surplus before interest and tax (EBIT) for the same
period was $18.1m, up 9% on last year. EBIT to sales margin was 21.9%, an improvement from last year's 20.5%. Particularly noteworthy here was
the improvement in EBIT margin attained by Ontera - up from 9.9% to 14.1%, indicating important progress on what has been one of our key
objectives for that business. We saw, in this period, a slowdown in residential carpet demands in Australia. New housing starts were subdued, as
were the number of house resales, with the latter impacting negatively on refurbishment work. In New Zealand, residential carpet demand was
steady. In contrast, the commercial carpet sector was very busy on both sides of the Tasman. Business confidence was high following the years of
good, steady economic growth. There was plenty of activity in commercial property leasing, which provided good levels of new and refurbishment
work for us. Our carpet tile business, Ontera Modular Carpets, which operates entirely in the commercial sector, enjoyed the very buoyant
conditions. Overall, the 9% increase in EBIT on last year's record earnings for Carpets was a solid performance by our two carpet businesses. Wool
Operations - Revenue in our wool operations increased by 4% to $18.5 million, but the operating surplus of $.8 million was down on last year's $1.1
million. Our wool acquisition business was relatively busy, but the difficult market conditions caused by the high New Zealand dollar made profitable
wool acquisition a challenge. Our business here is to make a profit by marrying the needs of the farmer and the wool exporter. It is a relatively risk-
free business for us because we only acquire the wool when there is an order for it. However, the high New Zealand dollar has made wool
expensive in foreign currency terms and it has been difficult, under these circumstances, to match the expectations of both farmer and end-user.
And in these situations, our margins tend to suffer. Our wool scouring business at Hawkes Bay was very busy at the start of the financial year, but
slowed down markedly in December, when unseasonal weather conditions interrupted the normal shearing patterns and thus the availability of wool.
This should prove to be merely a timing issue, with the missing volume coming through in the third quarter. As previously announced, we extended
our wool scouring presence into the South Island through a 46.25% ownership in Canterbury Woolscourers in August last year. Canterbury
Woolscourers was formed to combine two existing scours onto one site and to upgrade the plant and equipment there in order to provide the same
high level of quality and service as those of our operation at Hawkes Bay. We have completed the first stage of the upgrade and are very pleased
with the progress to date. The rest of the upgrade will be completed around May/June this year as planned. This investment will generate a positive
return in the next financial year. MICROBIAL TECHNOLOGIES - Development work is continuing at Microbial Technologies. We are currently in the
middle of a number of field trials for the blowfly remedy, and we are about to commence a scab-mite pen trial in the UK. EARNINGS OUTLOOK- For
the second half of this financial year, we expect our carpet operations to face market conditions similar to those experienced in the first half. The
residential carpet sector in Australia is expected to remain at current levels. However, offsetting that will be the strong demands of the commercial
carpet sector, where there are many positive signs that this sector will continue to be buoyant for us for some time yet. Receivables from our exports
to Australia are expected to return less in the second half as we have used up most of our favourable hedges on hand, and there are no indications
in the short-term that the New Zealand dollar will weaken substantially against the Australian dollar. However, we do have some compensating gains
from the current weakness in the US dollar. This is because much of our imports, both here and in Australia, are denominated in US dollars so we
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would expect these costs to reduce. As a net exporter, we would prefer to see the New Zealand dollar against the Australian dollar lower than where
it is currently at, but we should be able to manage our way through this. As for our wool operations, the second half of the year traditionally brings in
more profit than the first half and, at this stage, there are no reasons why this should not continue. As a result of the above, we now expect our tax
paid earnings for the 2004/05 financial year to be in the range of $21 million to $22 million, provided there is no significant deterioration in the
business environment in the immediate future. DIVIDENDS - The policy of paying dividends three times a year continues. The Directors have
declared a fully imputed second interim dividend for the year ending 30 June 2005 of 8 cents per share, unchanged on the previous year. This
second interim dividend will be paid on Friday, 11th March 2005. The share register will close at 5 p.m. on Friday, 4th March 2005 for the purpose of
determining entitlement to the dividend and will reopen on Monday, 7th March 2005. Non-resident shareholders will also be receiving a
supplementary dividend of 1.4118 cents per share together with their second interim dividend.
NUHAKA FARM FORESTRY FUND
The Trustee advises that the final distribution of the Fund will be made on Friday 4 March 2005 to all unitholders on the register on 25 February
2005. The distribution, which follows the sale of the Fund's forestry right last year, will comprise income and capital components as follow: -A
distribution of 77.52 cents per unit. This component of the distribution will be taxable in the hands of unitholders. -A capital distribution of 59.4 cents
per unit. This distribution follows that of $3.50 per unit on 17 December 2004 and takes the total distributed following the sale of the Fund's forestry
right last year to $4.27 per unit (taxable in unitholders' hands) and 59.4 cents per unit (capital). This will complete the distribution of the Fund.
Following the distribution on 4 March 2005, units in the Fund will have a net tangible asset backing of zero, with all liabilities having been met and
net assets distributed.
FISHER & PAYKEL HEALTHCARE CORPORATION LIMITED
NOTIFICATION OF ISSUE OF SECURITIES Fisher & Paykel Healthcare Corporation Limited (NZSX:FPH, ASX:FPH) advises that 1,782 ordinary
shares in the Company were issued on 11 February 2005 to employees cancelling options issued under the Fisher & Paykel Healthcare 2001 Share
Option Plan. 5,000 options were cancelled pursuant to the Cancellation Offer approved by shareholders at the ASM held on 12 August 2004. The
Plan and the issue of options and shares under the Plan were approved by the Board on 7 September 2001. The shares were issued in
consideration of the cancellation of the options and are equal in value to the gain on the options (such gain being calculated based on an exercise
price of $2.13 per share). The Company has a total of 508,578,725 ordinary shares on issue. This issue of shares takes that total to 508,580,507.
1,782 ordinary shares represent 0.00035% of the shares currently on issue and rank equally in all respects with the ordinary shares on issue at the
date of this notification. The shares were issued in accordance with the terms of the Plan. This advice is given under Listing Rule 7.12.1.
COLES MYER LIMITED
Coles Myer today announced that John Fletcher would stay on as CEO after his current contract expires in September 2006. The company also
announced new executive appointments. CML Chairman, Rick Allert, said Mr Fletcher had agreed to the Board's request to extend his term of
employment as CEO beyond 2006. "The Board is delighted with Coles Myer's progress and with John's leadership of the business. "In order to give
shareholders some certainty about leadership continuity, we have reached agreement with John now to extend beyond his contract." Mr Allert said
the conditions of Mr Fletcher's employment post September 2006 would require either party to give 12 months' notice of termination. "We are very
pleased that John will lead the company beyond the completion of our current five-year strategy and into the next phase of Coles Myer's
development," he said. Mr Fletcher announced that Larry Davis, currently Managing Director of Target, would take up the position of Managing
Director of Kmart, following the appointment of Hani Zayadi to lead the Food, Liquor and Fuel business. "Larry has done an outstanding job in
rebuilding Target over the past three years, to the point that it is now Australia's biggest retailer of women's apparel. He will also bring to the role 29
years' experience in retail merchandise and marketing at Kmart US and Sears Roebuck in the United States. Launa Inman, currently Managing
Director of Officeworks, will take over as Managing Director of Target, and Joe Barberis, currently Managing Director of Coles Express will become
the new Managing Director of Officeworks. "Launa's past experience as General Manager of Apparel and Accessories at Target and previous roles
with Big W and South African retailer, Pages and Edgars, equip her well for the Target role," Mr Fletcher said. "Joe has considerable leadership
experience in fuel and convenience store retailing, both at Shell and within the Coles Myer group. Since his appointment as Managing Director of
our newest business, Coles Express, in July 2003, Joe has demonstrated strong retail leadership skills, which will translate well into the Officeworks
brand." The process has commenced to identify a new MD for Coles Express.
TENON LIMITED
Further to the Preliminary Half Year Report Announcement earlier this afternoon, the Earnings per Share figures for the Current Half Year and
Previous Corresponding Half Year are confirmed as the following - Basic EPS: Current Half Year ; Previous Corresponding Half Year Basic EPS -
Continuing Operations: 6.1cps ; 7.2cps Basic EPS - Discontinued Operations: - ; (16.5)cps
WESTPAC BANKING CORPORATION
Pursuant to the Offering Circular dated 16 September 2002, Challenger Equities Limited has issued Endowment Warrants in respect to
Commonwealth Bank of Australia. As Warrant Issuer and according to Clause 4.5 of the Offering Circular, Challenger Equities Limited provides the
following information in relation to the period ending 14 February 2005. On the 14 February 2005, an Ex-Dividend date occurred with respect to
Commonwealth Bank of Australia. The Outstanding Amount of the Endowment Warrant has been adjusted according to Clause 4.4 of the Offering
Circular as follows: ASX Share Code Ex-Date Reduction Amount per Share (cents) Reduction Amount New Outstanding Amount CBA 11-
Feb-2005 $0.85 $ 0.85 16.68 In accordance with the relevant Offering Circulars, the Base Rate that will apply to all series of Endowment
Warrants issued by Challenger Equities Limited, pursuant to that Offering Circular, from 1st January 2005 to 31st March 2005 inclusive is 5.4767%
per annum. The Base Rate plus the Margin (2.50% per annum) is therefore 7.9767% per annum.
WESTPAC BANKING CORPORATION
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Re: Westpac Instalments over Lend Lease Corporation Limited (LLCIWE, LLCIWF, LLCIWG, LLCIWH AND LLCIWL). Westpac Banking
Corporation, as issuer of instalment warrants over shares Lend Lease Corporation Limited, (ASX Codes LLCIWE, LLCIWF, LLCIWG, LLCIWH AND
LLCIWL), advises that the record date for the entitlement to AUD $0.28, for holders of LLCIWE, LLCIWF, LLCIWG, LLCIWH AND LLCIWL will be 22
February 2005. This date is the record date for the dividend payable on the ordinary shares in Lend Lease Corporation Limited. The LLCIWE,
LLCIWF, LLCIWG, LLCIWH AND LLCIWL instalment warrants will commence trading ex-distribution on 16 February 2005, which is the same date
that the ordinary shares in Lend Lease Corporation Limited are ex-dividend. The dividend will be paid to LLCIWE, LLCIWF, LLCIWG, LLCIWH AND
LLCIWL instalment holders as soon as practicably possible following payment by the Listed Entity to the Trustee. In any event, it is anticipated that
the instalment dividend will be paid to holders no later than 1 business day after the Listed Entity's dividend payment date of 8 March 2005.
WESTPAC BANKING CORPORATION
Issue of shares pursuant to exercise of employee share plan option The following number of fully paid ordinary shares have been/will be allotted
pursuant to the exercise of options under the Westpac's Senior Officers' Share Purchase Scheme, the General Management Share Option Plan,
Westpac Performance Plan and/or Chief Executive Share Agreement: Number Exercise Price Allotment Date Ranking 10,000 $14.65 11 February
2005 Rank equally 5,412 Nil 11 February 2005 Rank equally 15,412 Paid up and quoted capital: 1,795,918,614 fully paid ordinary shares.
WESTPAC BANKING CORPORATION
Issue of shares pursuant to exercise of employee share plan option The following number of fully paid ordinary shares have been/will be allotted
pursuant to the exercise of options under the Westpac's Senior Officers' Share Purchase Scheme, the General Management Share Option Plan,
Westpac Performance Plan and/or Chief Executive Share Agreement: Number Exercise Price Allotment Date Rankin 2,547 Nil 11 February 2005
Rank equally 2,547 Paid up and quoted capital: 1,795,921,161 fully paid ordinary shares.
AMP INVESTMENTS' WORLD INDEX FUND (NS)
No. of units on issue as at close 11-February-05 :352,498,329 Net Asset Value as at close 11-February-05 :1.13504
NEW ZEALAND EXCHANGE LIMITED (NZXR) / WILLIAMS & KETTLE LIMITED
Waiver from NZSX Listing Rule 7.12.2
Background
1. On 24 December 2004, Wrightson Limited ("WRI") made an offer for shares in WKL under the Takeovers Code ("the Offer").
2. Today, the following has been announced:
a. WRI has waived all conditions on the Offer for WKL other than the condition that it achieve at least 50.1%.
b. That the major shareholding group in WKL holding 19.9% of the shares in WKL intend to accept the Offer.
c. The committee of independent directors of WKL have recommended that WKL shareholders accept the Offer.
3. NZXR has been advised by WKL that if the Offer becomes unconditional, WKL would lose all available imputation credits. NZXR understands that
this arises from the change in shareholding in WKL.
4. The WKL board has resolved to pay a fully imputed divided conditional on:
a. WRI achieving the required level of acceptances of 50.1%; and
b. the dividend being able to be paid before WKL loses that value of imputation credits that would be cancelled on change of control.
Application
5. WKL has applied to NZXR for a waiver from NZSX Listing Rule 7.12.2 to the extent that WRI can announce the pre-takeover dividend with a
Record Date within a shorter period than the 10 Business Days stipulated under NZSX Listing Rule 7.12.2.
6. In support of the waiver application, WKL submitted that the WKL Board believes that payment of an imputed dividend at this time is in the
interests of all WKL shareholders. The imputation credits will benefit those shareholders who hold shares on revenue account and a significant
number of other shareholders will be indifferent to the payment of an imputed dividend. There is a small tax differential for those shareholders who
are on top marginal tax rate (affecting 6% of the dividend) but the WKL Board has determined that this effect does not affect the overall benefits to
shareholders and the company as a whole.
7. WKL proposed that a waiver from NZSX Listing Rule 7.12.2 to allow WKL to pay a pre-takeover dividend with fewer than 10 Business Days' prior
notice of the Record Date could be granted on condition that:
a. at least two full days of trading (10am to 5pm) occur between the announcement of the Record Date and the actual Record Date; and
b. the Record Date is otherwise announced in the usual form set out in Appendix 7.
NZSX Listing Rule 7.12.2.
8. NZSX Listing Rule 7.12.2 provides that:
"Where any benefit is to be paid or distributed on Quoted Securities (including dividends, interest or bonus issues) or any Conversion of Securities or
call on Securities is to take place, the Issuer shall give to NZX, forthwith after any Director's recommendation and at least 10 Business Days before
the Record Date to determine entitlements or obligations, full details of the benefit, Conversion or call, including the information in the table below.
That information shall be supplied in the form set out in appendix 7."
Decision
9. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants WKL a waiver from NZSX Listing
Rule 7.12.2 to allow WKL to authorise the payment of a pre-acquisition dividend with fewer than 10 Business Days' prior notice of the Record Date
on the conditions set out below.
10. This waiver is granted on the following conditions:
a. at least two full day of trading (10:00 am to 5:00 pm) occurs between the announcement of the Record Date and the actual Record Date.
b. WKL must announce the Record Date in the usual form set out in Appendix 7 to the NZSX Listing Rules.
c. WKL will immediately announce its intention to pay a dividend if the conditions set out in paragraph 4 of this announcement are met and will
include the proposed amount of the dividend.
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11. At the time of this announcement, the Record Date had not been set by WKL.
Reasoning
12. In coming to the decision to grant WKL the waiver from NZSX Listing Rule 7.12.2, NZXR has taken into account the following considerations:
a. NZXR has accepted WKL's assertion that WKL will lose its imputation credits if the Offer becomes unconditional. It would be in the interests of the
shareholders of WKL that imputation credits are utilised through a pre-takeover dividend.
b. If an announcement is made today of the intention to make a pre-takeover dividend, the market will be trading on an informed basis of the
possible dividend.
c. There is a precedent of NZXR granting waivers from NZSX Listing Rule 7.12.2 where imputation credits of an Issuer may be lost due to a change
in ownership.
WILLIAMS AND KETTLE LIMITED/ WRIGHTSON LIMITED
WRIGHTSON LIMITED OFFER This release provides further detail following the Independent Committee's announcement this morning that they
recommend shareholders accept the Wrightson offer. Independent Committee's considerations The decision of Williams & Kettle's Independent
Committee to recommend acceptance of the offer was reached following: -The announcement this morning that Wrightson waived all the conditions
of its offer (other than the Takeovers Code requirement that it achieves a minimum 50.1% shareholding in Williams & Kettle Limited); and -The
subsequent announcement that H&G Limited and the other interests associated with the Cushing family intend to accept the Offer; and -The
absence of any competing bid from another party. In making its recommendation to W&K shareholders to accept the Wrightson offer the
Independent Committee also considered all other relevant issues. These include not only the offer price, but also the recommendation reached by
Grant Samuel, the negotiating position of W&K shareholders, W&K's history and culture, and its standing in the agricultural community of New
Zealand. Directors have also been mindful of the desire for the preservation of the W&K and Fruitfed Supplies brands in a merged entity, and the
protection, long-term, of W&K staff relationships with clients. In its letter of 24 January 2005 the Independent Committee made no recommendation
regarding the Wrightson offer, advising shareholders to wait for further advice before making a decision. Shareholders will be aware that while the
Grant Samuel Independent Adviser's Report advised that the Wrightson offer was fair to shareholders, it also highlighted the significant synergy and
strategic benefits available to an acquirer of W&K. The Report concluded that only around 25% of the synergy benefits were reflected in the
Wrightson offer. Indeed, page 39 of the report specifically stated: "The extent to which Wrightson deems it necessary to "pay away" (i.e. pay W&K
shareholders) these unique benefits is essentially a question as to the relative bargaining position between Wrightson and W&K shareholders and
whether or not an alternative offer arises". The Committee noted comments made by Wrightson, that given their acquisition of 20% of W&K no other
bidder could achieve the synergies of a merger unless Wrightson was willing to sell its holding. The Independent Committee's advice to
shareholders on 24 January 2005 effectively tested the bargaining position by leaving time for a competitive bid to arise. No such offer has
surfaced, and the Independent Committee has not received any advice that one is likely to be made. The Independent Committee concurs with
Grant Samuel that the Wrightson offer is fair to shareholders. It is above the Grant Samuel valuation range of $3.91 to $4.35 per W&K share. It is
also significantly above the market price of $3.50 per share on 9 December 2004, the day before Wrightson's stand in the market for 19.9% of W&K
shares. The Independent Committee believes that the offer price of $4.70 is above any value that can be supported by current strategies on a stand
alone basis. The $4.70 value, as indicated in the Grant Samuel report, is only justified by the inclusion of synergy benefits which are not available in
the absence of a merger. Assurances from Wrightson Aside from the monetary value of the offer, the Independent Committee has considered
intangible elements that have contributed so much to W&K's success. In this regard Wrightson has given W&K Directors assurances that in the
event of the takeover offer being successful the W&K and Fruitfed Supplies brands will be protected, future opportunities for staff will be provided,
existing staff rights under the W&K Employee Benefits Plan will be preserved and protected, the Napier administration centre continued, and most
importantly the relationships between staff and clients will be maintained. There has also been an assurance that everything possible will be done to
preserve the culture of W&K in a merged business. Possible dividend - Directors are currently investigating the option of paying a dividend to
current shareholders before the transfer of shares to Wrightson is completed. This will utilise imputation credits that would otherwise be lost when
the shares are transferred. The payment of a dividend would only occur if the offer becomes unconditional (that is when Wrightson confirms it has
obtained 50.1%), and would be subject to W&K being satisfied that the dividend can be fully imputed and to NZX providing a waiver from complying
with the usual timetable for setting a record date for the payment of dividends. An application for a waiver has been made and is currently being
considered by NZX. The proposed dividend will be 23 cents per share but shareholders should note that any amount received by a shareholder as
a result of this dividend would be deducted from the cash amount paid to shareholders by Wrightson under the offer. Further announcements about
the proposed dividend will be made to NZX, should it be decided to proceed with payment of this dividend.
ING PROPERTY TRUST
Property Portfolio Update Listed property trust ING Property Trust (The Trust) commented today on progress on the rationalisation of its property
portfolio. In the 31 March 2004 annual report, the Trust stated that 26 properties remained in its 'rationalisation' portfolio, six of which were subject to
unconditional contracts for a total sale price of $18.1 million. These sales will provide a realised gain to the Trust of $2.3 million (before selling costs)
in the 2005 financial year. In addition, since the annual report was published, a further eight properties have been unconditionally sold for a total
sale price of $24.0 million. These sales will provide further realised gains to the Trust of $2.6 million (before selling costs) in the 2005 financial year,
giving a total realised gain on the sale of rationalisation properties of $4.9 million (before selling costs)in the 2005 financial year. The Trust's
Manager, ING Property Trust Management Limited, reviews each individual property in the property portfolio on a regular basis, with particular focus
on those properties remaining in the rationalisation portfolio. This has resulted in the recent reclassification of six of the properties previously
identified for sale as now being appropriate long-term 'hold' properties. The reclassification has resulted from a variety of reasons, including lease
re-engineering, locational/infrastractural improvements, price reassessment and the identification of future development opportunities that will add
value. The six recently reclassified 'hold' properties have a total book value of $21.6 million and a total current market value of $25.2 million, as
assessed by an independent registered valuer. Of the final six properties remaining in the rationalisation portfolio, the Trust is in discussion on a joint
venture redevelopment agreement on one of the properties and is in negotiations for the sale of a further two properties. The remaining three
properties still for sale have a book value of $19.9 million; none is being actively marketed at the current time and all three have strong and secure
leases and cashflows. Accordingly, the portfolio rationalisation programme, which commenced in December 2003, is nearing completion. In total, 34
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properties with a value of $92.6 million have been sold, with all but one selling at prices above the existing book value. ING Property Trust is a
diversified property trust comprising 45 buildings and accommodating 165 tenants. The portfolio is rented at or around market levels and enjoys an
occupancy rate of 99% and a weighted average lease term of 4.7 years. 60% of the assets are commercial, with the balance retail and industrial.
75% of the properties are situated in Auckland, with the balance in Wellington and Christchurch. The investment philosophy and strategy of the Trust
remains to maximise unitholder value by investing in a diversified portfolio of good-quality, well-tenanted properties, and to actively seek to grow the
income of the Trust through active management of the existing portfolio, and property and corporate acquisitions. Looking forward, the Trust is
actively pursuing further expansion opportunities through single asset acquisitions, books of assets, corporate activity or other means.
AUSTRALASIAN PROPERTY HOLDINGS GROUP LIMITED
The half year report for period ending 31st December 2004 is attached.
HY to 31/12/2004 Loss$240,147 (Loss$23,499)
LISTED ISSUER: Australasian Property Holdings Group Limited
CONSOLIDATED OPERATING STATEMENT FOR THE HALF YEAR ENDED 31/12/2004
Unaudited NZ$
Current Period (Previous Corresponding Period)
OPERATING REVENUE
 Trading revenue -;             -
 Other revenue       9,923; 2,192
Total Operating Revenue         -;        -
OPERATING SURPLUS (DEFICIT) BEFORE TAXATION (240,147);                       (23,499)
Less taxation on operating profit         -;         -
OPERATING SURPLUS (DEFICIT) AFTER TAX (240,147);                    (23,499)
Extraordinary items after tax -;          -
Unrealised net change in value of investment properties -           -;
NET SURPLUS (DEFICIT) FOR THE PERIOD (240,147);                     (23,499)
Net Surplus (Deficit) attributable to minority interests  -;        -
NET SURPLUS (DEFICIT) ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER (240,147);                                  (23,499)
RMG LIMITED
RMG advises that the despatch of the Prospectus for the Rights Issue lodged with ASIC and ASX on 31 January 2005 and the Entitlement and
Acceptance Form to each Australian and New Zealand shareholder was completed today. An electronic copy of the Prospectus is available from our
website at www.rmg.com.au.
                                                         MONDAY, 14 FEBRUARY 2005
CUE ENERGY RESOURCES LIMITED
Attached please find Notice of Initial Substantial Holder for: Octanex N.L. Previous notices were lodged under New Zealand law.
Class of securities ; Number of securities ; Person's votes ; Voting power Fully paid ordinary ; 42,941,389 ; 42,941,389 ; 9.88%
FOREIGN & COLONIAL INVESTMENT TRUST PLC
PURCHASE OF OWN SHARES
1) Date of purchase: 11 February 2005
2) Number of Ordinary Shares purchased: 803,500
3) Highest and lowest price paid per share (excluding expenses): 203.5152p
4) The issued share capital of the Company following this buy-back will be: Ordinary Shares - 905,986,288
5) Name and telephone number of contact for queries: Mr H.N. Potter 020 7770 5183
6) Name of authorised Company official responsible for this notification: Mr H.N. Potter For and on behalf of F&C Management Limited, Secretary
7) Date of notification 11 February 2005
THE BANKERS INVESTMENT TRUST PLC
As at close of business on 10 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 335.7p and the net asset value per share including debt marked at fair value was 328.8p.
THE CITY OF LONDON INVESTMENT TRUST PLC
As at close of business on 10 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 249.5p and the net asset value per share including debt marked at fair value was 241.0p.
HENDERSON FAR EAST INCOME TRUST PLC
As at close of business on 10 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 201.2p.
HENDERSON TR PACIFIC INVESTMENT TRUST PLC
As at close of business on 10 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 92.8p.
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F&C SMALLER COMPANIES PLC
F&C Smaller Companies Plc at 10-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value -ex income      322.98
Net Assets - prior charges at market value - cum income 325.03
Net assets per share - ex income                           327.65
Net assets per share - cum income                          329.70
FOREIGN & COLONIAL EUROTRUST PLC
Foreign & Colonial Eurotrust PLC at 10-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net assets per share - ex income                542.90
Net assets per share - cum income               542.53
SPECTRUM RESOURCES LIMITED
CONSOLIDATED OPERATING STATEMENT FOR THE HALF YEAR ENDED 31 December 2005
Unaudited (NZ$000)
Current Period (Previous Corresponding Period)
OPERATING REVENUE
 Trading revenue 1,438          1,400
 Other revenue       30         41
Total Operating Revenue         1,468     1,441
OPERATING SURPLUS (DEFICIT) BEFORE TAXATION (128)              (425)
Less taxation on operating profit         -          -
OPERATING SURPLUS (DEFICIT) AFTER TAX (128)              (425)
Extraordinary items after tax -           -
Unrealised net change in value of investment properties -      -
NET SURPLUS (DEFICIT) FOR THE PERIOD (128)               (425)
Net Surplus (Deficit) attributable to minority interests -     -
NET SURPLUS (DEFICIT) ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER (128)  (425)
FOREIGN & COLONIAL INVESTMENT TRUST PLC
Foreign & Colonial Investment Trust PLC at 10/02/2005
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value - ex income     232.17
Net Assets - prior charges at market value - cum income 235.34
Net assets per share - ex income                           237.57
Net assets per share - cum income                          240.74
F&C EMERGING MARKETS INVESTMENT TRUST PLC
F&C Emerging Markets Investment Trust PLC at 10-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
(convertibles unconverted ) ex income           96.80
(convertibles unconverted ) cum income          96.74
ANGLO & OVERSEAS TRUST PLC
Anglo & Overseas Trust PLC announces that at the close of business on 10 February 2005 its Net Asset Value per share was 252.09p.
DEUTSCHE EQUITY INCOME TRUST PLC
The Deutsche Equity Income Trust PLC announces that at the close of business on 10 February 2005 its Net Asset Value per share was 267.18p.
THE NZSX MIDCAP INDEX FUND (NS)
The Manager of the NZSX Mid Cap Index Fund - MIDZ advises that as at the close of business 11/2/05 a total of NIL units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 18,169,198 (nc). The NTA for each MIDZ unit at close of
business 11/2/05 was $2.51255.
ING PROPERTY TRUST
ING AND URBUS ANNOUNCE AGREEMENT ON REVISED MERGER PROPOSAL The board of the manager of ING Property Trust today
announced that agreement in principle has been reached with the board of Urbus Properties Limited to recommend a full takeover offer by ING
Property Trust. The offer would effect the merger of the two entities and would result in the creation of New Zealand's second largest listed property
entity with property assets of approximately $770 million and a market capitalisation of more than $550 million. The offer will be a full offer by ING
Property Trust under the Takeovers Code for all of the shares, convertible notes and mandatory convertible notes in Urbus. Urbus shareholders will
receive one ING unit for every 1.02 Urbus shares held. Urbus shareholders will also receive the final dividend for the year ending 31 March 2005
and convertible and mandatory convertible note holders will receive interest due for the current respective quarterly and six-monthly periods. A
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formal offer is expected to be made to Urbus security holders in March or early April, following due diligence by both parties, and the finalisation of
certain matters including the consideration to be offered for the convertible notes and each class of Urbus' mandatory convertible notes. Urbus
chairman Denis Thom said; "We will recommend the offer once made, subject to a favourable appraisal report, and believe it represents fair value
for our shareholders and noteholders." ING Property Trust chairman Michael Smith said: "This proposal represents a continuation of our strategy to
grow our asset base and provide improved returns to unit holders. As New Zealand's second largest listed property entity, we will be able to
compete more effectively for larger investment opportunities." The successful completion of the merger is expected to result in costs savings for the
combined group, primarily by lowering debt financing costs and through combining corporate functions. As a result of these cost savings, together
with the cancellation of the Urbus management agreement described further below, the merger is expected to result in increased earnings per share
for both Urbus shareholders and ING unitholders. The two portfolios are complementary, and the merger will also create a more diversified
portfolio of assets across retail (34%), commercial (38%) and industrial (28%) properties, and a greater diversity in tenants. Due to its size, the
merged trust will be eligible for inclusion in the NZX50 index and provide increased liquidity for unit holders Following the successful completion of
the takeover offer, ING unit holders will be asked to separately approve the cancellation of the Urbus management agreements, which will have the
effect of reducing the management fees payable on the Urbus assets, aligning them with the fees payable under the ING management
arrangements. The cancellation of the Urbus management agreements will be in consideration for a one off compensatory payment to the Urbus
management companies, and will be subject to ING unit holder approval and an independent appraisal report. The agreement of ING Property Trust
Management Limited, the manager of ING Property Trust, to make the takeover offer is contingent upon the approval of the trustee of the Trust,
which will include the receipt of an independent report confirming the fairness of the merger to ING unitholders.
URBUS PROPERTIES LIMITED
ING AND URBUS ANNOUNCE AGREEMENT ON REVISED MERGER PROPOSAL The board of Urbus Properties Limited today announced their
agreement in principle to recommend a takeover offer by ING Property Trust, which would have the effect of merging their two entities and would
result in the creation of New Zealand's second largest listed property entity with property assets of approximately $770 million and a market
capitalisation of more than $550 million. The offer will be a full offer by ING Property Trust under the Takeovers Code for all of the shares,
convertible notes and mandatory convertible notes in Urbus. Urbus shareholders will receive one ING unit for every 1.02 Urbus shares held. Urbus
shareholders will also receive the final dividend for the year ending 31 March 2005 and convertible and mandatory convertible note holders will
receive interest due for the current respective quarterly and six-monthly periods. A formal offer is expected to be made to Urbus security holders in
March or early April, following due diligence by both parties, and the finalisation of certain matters including the consideration to be offered for the
convertible notes and each class of Urbus' mandatory convertible notes. Urbus chairman Denis Thom said; "We will recommend the offer once
made, subject to a favourable appraisal report, and believe it represents fair value for our shareholders and noteholders." ING Property Trust
chairman Michael Smith said: "This proposal represents a continuation of our strategy to grow our asset base and provide improved returns to unit
holders. As New Zealand's second largest listed property entity, we will be able to compete more effectively for larger investment opportunities." The
successful completion of the merger is expected to result in costs savings for the combined group, primarily by lowering debt financing costs and
through combining corporate functions. As a result of these cost savings, together with the cancellation of the Urbus management agreement
described further below, the merger is expected to result in increased earnings per share for both Urbus shareholders and ING unitholders. The two
portfolios are complementary, and the merger will also create a more diversified portfolio of assets across retail (34%), commercial (38%) and
industrial (28%) properties, and a greater diversity in tenants. Due to its size, the merged trust will be eligible for inclusion in the NZX50 index and
provide increased liquidity for unit holders. Following the successful completion of the takeover offer, ING unit holders will be asked to separately
approve the cancellation of the Urbus management agreements, which will have the effect of reducing the management fees payable on the Urbus
assets, aligning them with the fees payable under the ING management arrangements. The cancellation of the Urbus management agreements will
be in consideration for a one off compensatory payment to the Urbus management companies, and will be subject to ING unit holder approval and
an independent appraisal report. The agreement of ING Property Trust Management Limited, the manager of ING Property Trust, to make the
takeover offer is contingent upon the approval of the trustee of the Trust, which will include the receipt of an independent report confirming the
fairness of the merger to ING unitholders.
NZSX 10 FUND (NS)
The manager of the NZSX 10 Index Fund advises that as at close of business on 11 February 2005 a total of nil units had been redeemed or allotted
since 10 February 2005. The total number of units on issue on that day was 70,445,142. The asset backing for each NZSX 10 Index Fund unit at
close of business on 11 February 2005 was $1.22669. The value of the NZSX 10 Index at the close was 1226.69.
NZSX 50 PORTFOLIO INDEX FUND (NS)
The manager of the NZSX 50 Portfolio Fund advises that as at close of business on 11 February 2005 a total of nil units had been redeemed or
allotted since 10 February 2005. The total number of units on issue on that day was 12,298,723. The asset backing for each NZSX 50 Portfolio
Fund unit at close of business on 11 February 2005 was $1.5137. The value of the NZSX 50 Portfolio Index at the close was 1513.76.
SPEIRS GROUP LIMITED
The following information is provided in terms of Listing Rules 5.2.3 and 7.12.1.
Listing Rule 5.2.3 A total of NZ$12,587,500.00 Speirs Bonds have been allotted to 911 investors under the offer made in the Investment Statement,
dated 30 June 2004.
Listing Rule 7.12.1
(a) Class of Security and ISIN: Unsecured Subordinated Perpetual Speirs Bonds - The interest rate from 1 October 2004 to 30 September 2005 will
be 11.34% per annum. For each subsequent year the interest rate will be reset annually on 30 September in each year at the greater of 10.00% per
annum or a fixed margin of 4.5% per annum above the then one year swap rate. The ISIN is NZFFD0001S7
(b) Number issued: $33,500.00 Speirs Bonds.
(c) Nominal value/issue price: NZ$1.00.
                                                                                                                                             Page 300

(d) Payment: cash in respect of $26,500.00 of issues of Speirs Bonds. There have also been transfers from existing holders of debenture stock and
subordinated notes in the amount of $7,000.00.
(e) Amount paid up: paid in full.
(f) Percentage of total class issued: 62.93%.
(g) Reason for issue: to provide long term debt funding for the company
(h) Specific authority for the issue: prospectus and directors resolutions of Speirs Group Limited.
(i) Terms or details of the issue: as set out in the prospectus and the investment statement, both dated 30 June 2004.
(j) Total number of securities of the class in existence after the issue: $12,587,500.00 Speirs Bonds.
(k) Treasury stock: not applicable.
(l) Dates of issue: the Speirs Bonds have been allotted on a daily basis since the offer opened on 30 June 2003. The offer remains open at the
current date, as it is not yet fully subscribed.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
ANZ confirms earnings momentum - Following four months of solid performance, ANZ is confident it will meet market expectations of up to 8% cash
earnings per share growth in 2005*, the bank said in a shareholder update today. ANZ Chief Executive Officer Mr John McFarlane said: "Our
underlying performance has been pleasing and we remain focused on meeting our financial target of 8% for the year as a whole. "This reflects the
strength of the Australian and New Zealand economies and the momentum established in our core businesses. Personal is performing particularly
strongly. Corporate is performing solidly as is Institutional, which is showing signs of improvement. New Zealand is flatter, following severe price
competition in the mortgage market in the first quarter," he said. The Personal Division, ANZ's specialist retail product and distribution businesses in
Australia, continues to be ANZ's best performing division. In a competitive market, Personal has grown retail deposits 10.2% in the past 12 months,
lifted residential lending by 15.8% and funds management flows continue to improve. The credit card business continues to perform well. Personal's
strong performance has been largely driven by improvements in the ANZ branch network and continued advances in customer satisfaction. The
latest market research indicates ANZ has the highest customer satisfaction of any of the major banks and has now moved ahead of St George Bank
for the first time since 1996. Mr McFarlane said: "These results are built on the success we have had in revitalising the branch network including
high levels of staff satisfaction and engagement. We are now expanding our retail presence in population growth corridors with an increase in the
number of ATMs and new branches in Sydney and Southern Queensland. This includes trialling new concepts such as anz@work involving the
location of small sales-focused branches in business precincts." The Corporate Division is performing well with deposits up 12% over the past 12
months and lending up 13%. While lending growth to smaller businesses remains at a high level, it has moderated slightly with the slowdown in the
property market and increasing competition. Asset growth in Institutional has been stronger although largely offset by lower margins in a highly
competitive market. The Markets business has benefited from recent volatility in foreign exchange markets. Going forward, Institutional will also be
impacted by the loss of earnings from the London-based Structured Finance business recently sold to Standard Chartered. New Zealand has been
impacted by severe price competition in the mortgage market in the firs quarter resulting in a flat financial performance. Volume growth was
significantly higher than expected however pointing to improving momentum in second half of 2005 as management moves from a focus on
integration to using the Group's two brands to grow market share and improve financial performance. * Excludes significant transactions,
incremental expenditure on the integration of The National Bank of New Zealand, goodwill amortisation. Customer attrition levels remain well below
expectations and the Group's retail market share is stable. This reflects increased investment in retail banking staffing levels in both brands. High
levels of staff engagement in New Zealand, among the highest in the Group, and leading customer satisfaction levels at The National Bank of New
Zealand, together with continued improvements at ANZ New Zealand have also been important. No material integration issues have arisen and is
now well on track to be completed this year. ANZ National Bank Limited will release its General Disclosure Statement for the period ending
December 2004 on 17 February 2005. ANZ continues to expect earnings from Asia Pacific to be well down, reflecting lower earnings from our Panin
investment, which were abnormally high in 2004, investment in the region, and the strength of the Australian Dollar. Esanda and UDC's performance
is solid. ING Australia is performing well but financial performance will depend on the strength of investment returns. Credit quality is significantly
better than expected and continued de-risking of the portfolio is likely to lower our provisioning charge below expectations. "We have said
consistently that 2005 is a year where we will continue to invest in organic growth and that our focus is not on maximising current year's earnings but
creating a stronger business platform for the future," Mr McFarlane said. "Our performance in core businesses in Australia has been stronger than
expected but New Zealand lower than expected. We are investing in people, particularly in branch and specialist sales activities across Australia and
New Zealand. However, tight control of business-as-usual costs has allowed us to maintain our focus on revenue growth by investing in high priority
growth areas such as personal and small-to-medium business. "We believe these opportunities are significant and justify giving up some earnings
growth in the short term to create a platform for further market share gains and more sustainable earnings performance over the medium term," Mr
McFarlane said. A number of factors previously detailed are however working to offset strong volume growth experienced in the year to date.
Margins remain modestly under pressure particularly in Institutional and New Zealand. In Group Treasury the flat yield curve has significantly
reduced the opportunity for earning mismatch income across the industry in Australia and offshore, representing a drag of around 1% in EPS terms.
The strength of the Australian Dollar relative to the US Dollar is also a negative influence. Commenting on other issues of interest to shareholders,
Mr McFarlane said: "Although we have commented that we have an underweight position in wealth management, this is an issue for the long term,
not for the moment. Our focus remains on organic growth and it would be imprudent to entertain wealth management acquisitions given the current
values in the sector. "We are continuing to look for opportunities in Asia to establish a portfolio of consumer-focused growth businesses in
partnership with local players. Although we continue to examine opportunities, we will only proceed where we can engineer financially attractive
investments. "Overall, I remain comfortable with the year, which is now on track against our target of 8% growth in cash earnings per share, and we
have also advanced our strategic agenda by investing in organic growth," Mr McFarlane said. ANZ will hold a conference call for analysts and fund
managers at 10.00am today during which John McFarlane and Chief Financial Officer, Mr Peter Marriott will discuss this shareholder update.
METLIFECARE LIMITED
METLIFECARE BOARD TO ASSIST IN SALES PROCESS The Board of listed retirement village company Metlifecare will allow qualified potential
buyers of founder Cliff Cook's 25% shareholding to undertake due diligence. Chairman Peter Fitzsimmons said today the market was already well
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aware that Cook's private company Private Healthcare (NZ) Ltd had engaged Goldman Sachs JB Were as adviser for a potential sale of its stake in
Metlifecare. "Metlifecare has agreed to support Goldman Sachs JB Were in the process to enable qualified bidders to be provided with adequate
information on which to base any offer. Appropriate confidentiality and related undertakings will be required as a pre-requisite to any due diligence."
"If an offer is forthcoming, the directors want to ensure that the best price is available and that any bid is in the best interests of all shareholders."
Should a qualified bid proceed, it would trigger a full takeover offer, in accordance with the Takeovers Code. "The board has put in place a process
to properly deal with all the issues arising from the potential sale of Cliff Cook's shareholding," Fitzsimmons said. "As part of that process, we are
proactively working with Private Healthcare to make sure there are no impediments to all shareholders having the opportunity of realising the
maximum price," he said.
SALVUS STRATEGIC INVESTMENTS LIMITED
Salvus Strategic Investments Limited has provided the following: The unaudited net asset value per ordinary share of the Company as at 11
February 2005 was $1.0618. The unaudited diluted net asset value per ordinary share as at 11 February 2005 was $1.0618. The diluted net asset
value describes the effect of all warrant holders exercising their warrants when the share price is greater than the exercise price of $1.00.
CUE ENERGY RESOURCES LIMITED
Proposed Petrochemical Plant Port Moresby - Papua New Guinea Cue Energy Resources Limited (ASX Code: CUE) is pleased to announce
that Oil Search Ltd has entered into agreements with Mitsubishi Gas Chemical Company Inc and Itochu Corporation to progress a proposed
petrochemical plant to be located at Napa Napa, near Port Moresby. The agreements allow for negotiations on a comprehensive gas supply
agreement and plant and market feasibility to begin. Cue has a 10.72% interest in PRL 8 which contains the Kimu gas field and a 14.89% interest in
PRL 9 which contains the Barikewa gas field. Cue's share of recoverable natural gas in each of these fields is approximately 97 BCF and 120 BCF,
respectively. The Company welcomes discussions with Oil Search and other joint venture partners for the supply of gas for the proposed
petrochemical plant. Any queries regarding the announcement should be directed to the Company on (03) 9629 7577 or email mail@cuenrg.com.au.
NEW ZEALAND OIL AND GAS LIMITED
ISSUE OF SECURITIES - EXERCISE OF OPTIONS Announcement in terms of listing rule 7.12.1
Please be advised of an issue of securities as follows;
(a) Class of Security - Ordinary Shares (NOG)
(b) Number issued - 26,250
(c) The nominal value and issue price - NZ$0.60 (no nominal value.)
(d) Payment was in cash.
(e) N/a.
(f) The percentage of the total class of securities issued - less than 0.01%
(g) The reason for issue - option holders exercising options.
(h) The specific authority for the issue - Investment statement and prospectus dated 29 May 2002.
(i) N/a
(j) Total number of listed securities in existence after the issue - 71,882,738 Options (2005) & 128,381,831 Ordinary Shares.
(k) N/a
(l) Date of issue - 14 February 2005.
THE NZX AUSTRALIAN MIDCAP INDEX FUND (NS)
The Manager of the NZX Australian Mid Cap Index Fund advises that as at close of business on 11/2/05 a total of Nil units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 8,721,445. (nc) The NTA for each MOZY unit at close of
business (Sydney) 11/2/05 was $4.5478 Volume 44,298 The latest basket for period 14-2-05 to 18-2-05 is attached.
AUSTRALIAN 20 LEADERS INDEX FUND (NS)
1. Allotment Notice - The Directors of Tower Managed Funds advise that 150,000 units were redeemed during the week ending 11 February 2005.
The total number of units on issue is 40,612,428
2. Net Asset Value - The Net Asset Value of the TORTIS-OZZY fund as at the close of business (Sydney) 11 February 2005 was $2.4550
3. Basket Composition - The latest Basket Composition for the period to 18 February 2005 is attached.
OCEANA GOLD LIMITED
Appendix 3B - Executive Options
1 Class of securities issued or to be issued: Unlisted management options
2 Number of securities issued or to be issued (if known) or maximum number which may be issued: 1. 250,000; 2. 1,000,000
3 Principal terms of the securities: 1. Exercise price: $1.25 Vesting date: 1 January 2008 Expiry date: 31 December 2009 Unless employment
ceases earlier Exercise subject to performance hurdles and continued employment ;
2.#Options Exercise Expiry Date* Vesting date
250,000 1.00 3/11/10 3/11/05
250,000 1.25 3/11/11 3/11/06
500,000 1.50 3/11/12 3/11/07
*Unless employment ceases earlier Vesting subject to share price hurdles and continued employment
4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? No. Upon exercise, fully paid
ordinary shares will rank equally with existing ordinary shares on issue.
5 Issue price or consideration: Nil cash issue price
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6 Purpose of the issue: Executive Share Option Scheme
7 Dates of entering securities into uncertificated holdings or despatch of certificates: 1st February 2005
8 Number and class of all securities quoted on ASX: 360,000,000 Fully paid ordinary shares
9 Number and class of all securities not quoted on ASX: 7,550,000 Unlisted management options
NZSX 50 PORTFOLIO INDEX FUND (NS)
NZSX 50 Portfolio Index Fund (NS) has provided an Appendix 7 relating to Cavalier Corporation Limited Interim Dividend. Amount per security:
$0.000207261. Record Date: 04/03/2005. Payment Date: 20/09/2005.
THE NZSX MIDCAP INDEX FUND (NS)
The Manager of MIDZ announces a dividend for constituent company APT: .00079039 cpu Record Date 15-2-05 Distribution Date 17-6-05
Appendix 7 attached.
WILLIAMS AND KETTLE LIMITED/ WRIGHTSON LIMITED
Wrightson Limited advises that the offer for shares in Williams & Kettle Limited is varied by extending the last date by which acceptances must be
received (ie. the Closing Date) to 5.00 pm on Friday the 11th March 2005. All other terms of the offer remain the same.
PPCS LIMITED
PPCS Limited advises that it has today issued 8,330 ordinary unpaid $1 shares. These shares have been issued to suppliers of stock to PPCS who
have applied for shares under PPCS' rebate system.
AMP INVESTMENTS' WORLD INDEX FUND (NS)
No. of units on issue as at close 14-February-05 :352,498,329 Net Asset Value as at close 14-February-05: 1.13715
TOWER LIMITED
Pursuant to NZX and ASX Listing Rules, TOWER wishes to advise that in accordance with the arrangement plan, TOWER has:
-Transferred its shares in Australian Wealth Management Limited (AWM) to TOWER shareholders who are entitled to them as at the Record Date
(11 February 2005). -Acquired from shareholders and cancelled 55,680,099 fully paid TOWER ordinary shares (ISIN: NZTWRE0001S3).
(a) The consideration for TOWER acquiring from each TOWER shareholder 0.135 TOWER shares for every TOWER share held was the transfer to
TOWER shareholders on a pro-rata basis of 0.2908 AWM shares for every TOWER share held.
(b) The shares acquired represent 13.5% of the total number of TOWER shares on issue at the time of the acquisition.
(c) As set out in the scheme book, the objectives of the separation of the AWM businesses include:
(i) realising the potential underlying value of both TOWER and AWM by enabling each to focus on its own businesses - for TOWER, those
businesses are its insurance and investment businesses in New Zealand and Australia, and for AWM, they are its wealth management businesses
in Australia;
(ii) simplifying the structure of both companies, making it easier to evaluate their performance and potential;
(iii) enabling shareholders to choose whether to invest in TOWER or in AWM, or in both; and
(iv) freeing up capital for TOWER, allowing TOWER to pursue strategies to enhance shareholder value in TOWER.
(d) Authority for the acquisition was given by the High Court under Part XV of the Companies Act 1993 on 3 February 2005, approving the
separation of TOWER's Australian Wealth Management businesses, as detailed in the Scheme Book, which was put to and approved by TOWER's
shareholders on 25 January 2005.
(e) The total number of shares on issue after the acquisition is 356,738,109.
(f) The shares acquired by TOWER will not be held as Treasury Stock.
(g) The acquisition of shares was made on 14 February 2005.
- Computershare Investor Services Limited has dispatched shareholder statements to shareholders to show their new shareholding in TOWER.
- The effect of the acquisition and cancellation of the TOWER shares on all TOWER options granted to executives is as follows:
After adjustment
Number of options Exercise Price NZ$                 Exercise Date
1,297,500              $1.23                         29 September 2005
1,730,000              $1.40                         16 May 2005
6,747,000              $1.40                         31 March 2010
34,257                 $5.50               6 December 2009
9,808,757
AUSTRAL PACIFIC ENERGY LTD
Drilling and Oil Production Operations Update -- /PRNewswire/--Austral Pacific Energy Ltd. (TSXV and NZSX: APX; OTCBB: APXYF). Cardiff-2 Well
(Austral 25.1%) Repairs to the 9 5/8" casing in Cardiff-2B have been successfully completed, and the well is about to drill into the Kapuni Formation
near 4,000m (13,000 feet) depth. The Cardiff-2B well is to be drilled to 4,900m (16,000 feet) to intersect all the gas-bearing sandstone units
intersected in the earlier Cardiff-2 well. Testing of the well is now scheduled to commence in March. Cheal Field (Austral 36.5%) Jet-Pump
Production Test JPPT#2 on the Cheal-A4 well produced in a stable and sustained manner at an average rate in excess of 400 barrels of oil per day
and 200,000 cubic feet of gas per day, over an eight day interval. Cheal-A4 has now produced a total of 6,455 barrels of oil during these tests.
JPPT#3 is about to commence. This will trial a third jet-pump nozzle size in order to optimize long term production. Similar testing will be conducted
on Cheal-A3X, which has previously flowed oil on natural lift. Douglas Drilling Project (Austral 35% carried) - A survey of the proposed Douglas-1
well site in Papua New Guinea's PPL 235 will be conducted in the near future, in preparation for site construction. Negotiations to secure a suitable
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drill rig are underway; and the well is scheduled for third quarter 2005. Ms Jenni Lean has resigned her present position in Austral-Pacific Energy in
order to assume the position of CEO of PPL 235 joint venture partner Rift Oil PLC. She continues as coordinating manager of the Douglas-1 project
team, within Austral's overall operatorship of the project. This will ensure the best application of resources to completion of this logistically complex
and high upside project.
WINDFLOW TECHNOLOGY LIMITED
The Resource Consent sought by NZ Windfarms Limited for its proposed Te Rere Hau wind farm near Palmerston North was granted by
Commissioner Alistair Aburn who heard submissions last December. "We're very happy with the Commissioner's decision," said Windfarms' CEO
Chris Freear. "It's been a ten-year journey to establish this wind farm, the first to use New Zealand designed and manufactured wind turbines. This
is an important event along the way." The proposed Te Rere Hau Wind farm is adjacent to TrustPower's Tararua wind farm which has been
described as the most productive wind farm in the world. Subject to any appeals, Windfarms is confident it can have its initial batch of turbines
operating at Te Rere Hau early next summer, and it has planned a staged process to have all 104 turbines in place by 2008. "We have other wind
farm sites in advanced stages of planning. So even if appeals delay the process at Te Rere Hau, we are likely to use one of these sites for our first
turbines," Mr Freear said. The Company is negotiating an agreement with Windflow Technology to purchase up to 104 Windflow 500 turbines over
the next three years. Windflow's CEO Geoff Henderson said: "This represents an important stage of our development programme. Eighteen
months of testing has shown us the performance advantages of our Windflow 500 turbine as a single unit. The wind farm will allow the windpower
industry to assess its commercial advantages on a utility scale."
TELSTRA CORPORATION LIMITED
Telstra wishes to advise that its 2005 Annual General Meeting is now scheduled to be held on Tuesday 25 October 2005, and not 20 October 2005
as advised in the 2004 annual report and review. The Notice of Meeting for the AGM will be sent to all shareholders later in the year.
TELSTRA CORPORATION LIMITED
Please see below Telstra's indicative financial calendar for 2006. The calendar remains subject to change at the discretion of the board. Any
changes will be notified to the market. Half year results announcement - Thursday 9 February 2006, Ex dividend share trading starts - Monday 20
February 2006, Record date interim dividend - Friday 24 February 2006, Interim dividend paid - Friday 24 March 2006, Annual results
announcement - Thursday 10 August 2005, Ex dividend share trading starts - Monday 21 August 2006, Record date final dividend - Friday 25
August 2006, Final dividend Paid - Friday 22 September 2006.
                                                           TUESDAY, 15 FEBRUARY 2005
CONTACT ENERGY LIMITED
Name of Listed Issuer: CONTACT ENERGY LIMITED For the Quarter Ended: 31 DECEMBER 2004 Unaudited: NZ$M (millions)
CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
Total operating revenue: $324.701M ($296.714M) +9%
OPERATING SURPLUS BEFORE TAXATION: $66.939M ($45.691M) +47%
Less taxation on operating result: $25.641M ($18.180M) +41%
NET SURPLUS ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER: $41.298M ($27.511M) +50%
Earnings per share: 7.16 cps (4.77 cps) +50%
SHORT TERM SUPPLY OUTLOOK IMPROVES - LONG TERM CHALLENGES REMAIN
Contact Energy is proposing to increase output from existing power stations by more than 100 Megawatts, in response to market signals that
investment in new, more costly sources of electricity is becoming commercially viable, Contact's chairman, Mr Grant King, said today. Mr King
announced a profit of $41.3 million for the first three months of the current financial year and noted that, given that this was a first quarter result, care
should be taken in using it as a basis for projecting the full year performance. Addressing shareholders at the company's Annual Meeting in
Wellington this morning Mr King said energy market dynamics had changed significantly in the last year, Mr King said. "New generation proposals
are leading to a far more secure outlook for electricity supplies for the next three to four years, when annual demand growth of more than two per
cent is forecast. "This is a direct result of electricity prices rising in response to tightening supply and these prices stimulating investment in new
generation from both renewable and thermal sources. "However, while smaller, near term generation projects are proceeding on normal commercial
terms, the most important questions for longer term secure electricity supplies remain unanswered." These are: - What source of natural gas will
replace the Maui field? A substantial expansion of local exploration is required over the next three to four years in order to provide certainty about
domestic gas supplies into the future. That is why Contact is exploring the backstop option of importing Liquefied Natural Gas, and has taken a
limited exploration position in its own right. Contact will also consider direct investment in domestic gas production should this be necessary to
secure its future. - Will the national grid be upgraded quickly enough to ensure electricity system security? Concerns are growing that lack of
investment is making the national electricity transmission system an increasing risk to security of supply. It is important that the Government take
steps quickly to encourage an effective solution to this issue. - Will there be a stable regulatory regime? An environment in which all players are
treated equally and fairly is essential before any commercial investor will commit the very significant investments required for long-lived plant and
fuel contracts for a major new power station. Continuing the efforts to develop resource consent processes capable of appropriately balancing
competing interests remains particularly important. In the meantime, Contact has identified a range of projects, some already in train, which will
increase output across Contact's generation fleet by more than 100MW, mainly from renewable energy sources, requiring capital expenditure of
more than $130 million. They include: - increasing geothermal production to full capacity at the Wairakei plant and plans to boost production from the
Poihipi station under existing resource consents, adding approximately 35MW; - plans for new drilling to increase production from the Ohaaki
geothermal station by 15 to 20MW. Like Poihipi, Ohaaki has never run at full capacity owing to steamfield deliverability constraints; - a 15MW binary
plant upgrade to the Wairakei station, already under construction and due for commissioning in June this year; - plans for 8 to 16MW of new
generation by installing turbines at the existing flow-control structure known as Hawea Gates, at the top of Contact's Clutha hydro system; and -
upgrades to the Otahuhu-B and Taranaki Combined Cycle gas-fired plant to yield approximately 24MW of new capacity at peak load, and improve
                                                                                                                                           Page 304

fuel-burning efficiency. However, Contact's most significant future generation options are the new, large scale combined cycle gas turbine (CCGT)
plants that could be built on sites at Otahuhu and Stratford, and for which the company already holds resource consents. Each of these plants is
equivalent to between two and three years' electricity demand growth. If gas sources were identified and regulatory and transmission concerns
allayed, Contact could realistically complete one of these options by the end of the decade. "The company is well-placed to pursue investment
opportunities as they arise," said Mr King. "This is particularly important at a time when New Zealand is facing substantial challenges in meeting its
fuel and generation needs over the next decade. "With the forthcoming change to a June financial year, the Board will shortly consider new dividend
payment date options bearing in mind the aim to maintain fully imputed dividends "The board has no current intention for a capital return to
shareholders," said Mr King. Solid Result for First Three Months - Commenting on the result for the three months to December 31, 2004, Contact
chief executive Steve Barrett said post-tax earnings of $41.3 million represented a solid increase on the $27.5 million reported for the same period
last year and further demonstrated the fundamental strength of Contact's integrated energy business model. Earnings before tax, interest,
depreciation and amortisation rose 20 per cent to $118.7 million, compared with $98.9 million in the three months to December 31, 2003. "Contact
continues to deliver strong earnings to shareholders and prices to customers that reflect longer term price trends rather than short term wholesale
market price fluctuations," said Mr Barrett. Increased wholesale gas sales also assisted the result. "I would note that this quarter's result was
boosted by prior period adjustments to electricity purchase and the release of a provision, following settlement of a dispute. "We continued to
experience significant competition for retail customers in some areas, and have mounted new programmes focused on retaining existing and
winning new customers, particularly in new areas of service." As of today, Contact is able to offer service to 99.5 per cent of all homes and
businesses in New Zealand - with the remaining exception of the King Country. Contact gained a net 1000 new customers in the three months to
December 2004 - the first such gain since the December 2003 quarter - with total electricity customers numbering 509,000 at December 31, 2004.
This trend has continued into the current quarter. "Retail competition is alive and well, and we look forward to more of it. " Copies of the Financial
Statements and Management Discussion & Analysis are available on Contact's website at www.mycontact.co.nz.
THE CITY OF LONDON INVESTMENT TRUST PLC
UNAUDITED INTERIM RESULTS FOR THE HALF YEAR ENDED 31 DECEMBER 2004
Total Returns Six Months to 31 December 2004 Net asset value per ordinary share *           +12.27%
Ordinary share price            +16.53%
FTSE All-Share Index *          +9.74%
NAV outperformance              +2.53%
*Source: AITC Services Limited
Extracts from the Chairman's Statement - Performance - City of London has performed well during the six months under review. The UK equity
market rose by 8.17% and produced a total return, including reinvestment of dividends, of 9.74%, as measured by the FTSE All-Share Index. The
market was helped by the continuing combination of growth and low inflation from the UK economy. City of London outperformed producing a net
asset value total return of 12.27% over the six months. Our overweight positions in the utility and real estates sectors were particularly helpful as
was corporate activity in the building materials sector. City of London's discount to net asset value narrowed which resulted in a share price total
return of 16.53%. Dividends - The Board continues to recognise the importance of dividend income to shareholders and declared a second interim
dividend on 9 December 2004 of 2.12p per ordinary share, an increase of 2.42% in the dividend rate compared with last year. The dividend will be
paid on 28 February and the shares traded ex-dividend with regard to this payment from 26 January. Expenses - The total management fee was
substantially higher than in the same period last year because a performance fee has been accrued. The performance fee crystallises at the end of
the company's financial year, 30 June 2005, and the accrual is based on the assumption that the outperformance achieved in the first six months will
remain unchanged for the remainder of the year. The accrued fee is currently at the limit prescribed by the cap in the Management Agreement. The
actual fee to be paid to the Manager will depend on his actual performance over the remainder of the year to 30 June 2005. The total management
fee for the year, including any performance fee, remains capped at 0.5% of assets under management, which is very competitive with other
investment trusts and retail equity savings products. Savings - City of London sets out to be an attractive and straight forward long-term savings
vehicle and seeks to be one of the leading candidates for regular savings and investment. Investments can be made directly and shares can be
purchased through the City of London Alliance Trust Pension, the Henderson Investment Trust Share Plan and the Henderson ISA. Outlook - The
UK equity market should continue to benefit from the steady growth of the economy. Fairly full employment and rising wages are likely to offset the
adverse impact of higher interest rates on consumer spending. Greater confidence among companies in the prospects for the UK and overseas
markets is leading to increased investment spending and we expect further profits growth from UK companies. However, the headwinds of the
higher oil price and lower US dollar remain and we are concerned about the size of the US fiscal and trade deficits and their potential effects on the
global economy. Although the dividend yield of UK equities of 3.0% is not particularly attractive by historic standards, dividend growth from UK
companies is on an uptrend. Takeover bids from overseas companies and private equity houses also indicate the reasonable valuation of UK
equities.
BEAUTY DIRECT AND ONLINE LIMITED
"Beauty Direct advises that its shareholders today unanimously approved the acquisition by the company of the business of Life Pharmacy Limited
and a 49 per cent shareholding in 17 companies operating Life Pharmacy stores. The acquisition remains conditional on obtaining Medsafe
approval of the changes in ownership of the pharmacy businesses and the formal completion of shareholder agreements, franchise and service
agreements and management agreements currently with the pharmacy companies and the adoption of a new constitution by each pharmacy
company. Shareholders also approved a new directors' remuneration scheme and an option scheme for the independent directors to be appointed
on settlement of the Life Pharmacy acquisition."
DOWNER EDI LIMITED
Half Year Results Analyst Briefing - Downer EDI Limited will hold its 2004 half year results analyst briefing at 10.00am (AEDT) on Tuesday 22
February 2005 at the Quay Grand Suites Sydney, Harbour Bridge Room, East Circular Quay, 61 Macquarie Street. To assist with the planning,
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please RSVP by return email to rsvp@downeredi.com.au by 16 February if you wish to attend the presentation. In addition, an audio webcast of the
morning's proceedings will be accessible on the company's website (www.downeredi.com.au).
PRIME INFRASTRUCTURE
ALLOTMENT NOTICE - PRIME INFRASTRUCTURE NETWORKS (NEW ZEALAND)
LIMITED - ISSUE OF SPARCS TO WHOLESALE INVESTORS IN AUSTRALIA
For the purposes of Listing Rule 7.12.1 of the New Zealand Debt Exchange Listing Rules,
Prime Infrastructure Networks (New Zealand) Limited ("Company") advises the following
securities have been issued:
(a) Class of security and ISIN: Unsecured, subordinated, perpetual debt securities
("SPARCS"), convertible in certain circumstances with an interest rate of 8.5% until
the first reset date. [ISIN - to be advised]
(b) Number issued: 75,000,000.
(c) Nominal value: $1.00.
(d) Whether payment was in cash: Fully paid in cash upon issue.
(e) Any amount paid up if not in full: Issued as fully paid.
(f) Percentage of the total class of securities issued: 31.84% (calculated by
dividing number of securities issued (see (b)) by total number of securities in
existence after the issue (see (j)).
(g) The reason for issue: To raise capital of NZ$75,000,000.
(h) Specific authority for issue (if any): A trust deed dated 7 September 2004
("Trust Deed") between the Company, Babcock & Brown Investor Services
Limited, Prime Infrastructure Management Limited and The New Zealand Guardian
Trust Company Limited; a subscription deed dated 24 December 2004; an
Australian-law compliant prospectus dated 31 January 2005 lodged with the
Australian Securities and Investments Commission.
(i) Any terms or details of the issue: The SPARCS are issued on the terms and
conditions set out in the Trust Deed. The SPARCS have been issued pursuant to
a subscription deed entered into between the Company and Australian institutional
investors.
(j) The total number of securities of the class in existence after the issue:
235,521,954.
(k) Whether shares are to be held as Treasury Stock: Not applicable.
(l) The date of issue: 11 February 2005.
FOREIGN & COLONIAL INVESTMENT TRUST PLC
PURCHASE OF OWN SHARES
1) Date of purchase: 14 February 2005
2) Number of Ordinary Shares purchased: 300,394
3) Highest and lowest price paid per share (excluding expenses): 202.4584p
4) The issued share capital of the Company following this buy-back will be: Ordinary Shares - 905,685,894
5) Name and telephone number of contact for queries: Mr H.N. Potter 020 7770 5183
6) Name of authorised Company official responsible for this notification: Mr H.N. Potter For and on behalf of F&C Management Limited, Secretary
7) Date of notification 14 February 2005
HENDERSON FAR EAST INCOME TRUST PLC
The Company announces the allotment of 500,000 Ordinary Shares of 25p each fully paid under its block listing facility. The issued share capital is
now 73,981,927. These shares were issued for cash on 14 February 2005 at a price of 214.25p per share. The net asset value per Ordinary Share
at the close of business on11 February 2005 was 202.7p.
FOREIGN & COLONIAL INVESTMENT TRUST PLC
Below is shown the net asset value per share for Foreign & Colonial Investment Trust PLC at 11/02/2005
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value - ex income     234.27
Net Assets - prior charges at market value - cum income 237.45
Net assets per share - ex income                           239.64
Net assets per share - cum income                          242.81
F&C EMERGING MARKETS INVESTMENT TRUST PLC
Below is shown the net asset value per share forF&C Emerging Markets Investment Trust PLC at 11-Feb-05
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
(convertibles unconverted ) ex income           97.56
(convertibles unconverted ) cum income          97.49
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FOREIGN & COLONIAL EUROTRUST PLC
Below is shown the net asset value per share for Foreign & Colonial Eurotrust PLC at 11-Feb-05
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
Net assets per share - ex income                 549.47
Net assets per share - cum income                548.99
F&C SMALLER COMPANIES PLC
Below is shown the net asset value per share for F&C Smaller Companies Plc at 11-Feb-05
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value -ex income      325.01
Net Assets - prior charges at market value - cum income 327.06
Net assets per share - ex income                           329.69
Net assets per share - cum income                          331.74
HENDERSON TR PACIFIC INVESTMENT TRUST PLC
As at close of business on 11 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 93.4p.
THE BANKERS INVESTMENT TRUST PLC
As at close of business on 11 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 202.7p.
THE CITY OF LONDON INVESTMENT TRUST PLC
As at close of business on 11 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 251.7p and the net asset value per share including debt marked at fair value was 243.3p.
THE BANKERS INVESTMENT TRUST PLC
As at close of business on 11 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 338.6p and the net asset value per share including debt marked at fair value was 331.8p.
ANGLO & OVERSEAS TRUST PLC
Anglo & Overseas Trust PLC announces that at the close of business on 11 February 2005 its Net Asset Value per share was 254.46p.
DEUTSCHE EQUITY INCOME TRUST PLC
The Deutsche Equity Income Trust PLC announces that at the close of business on 11 February 2005 its Net Asset Value per share was 268.72p
CONTACT ENERGY LIMITED
Copies of the Chairman's and CEO's speeches, and accompanying presentation slides (excluding directors' photos), for Contact's 15 February 2005
Annual Meeting are available from the NZX and Contact's website at www.mycontact.co.nz.
PORTS OF AUCKLAND LIMITED (NS)
HY to 31/12/04 POAL delivers sound result For Half Year Ended: 31 December 2004
This report has been prepared in a manner which complies with generally accepted accounting practice and gives a true and fair view of the matters
to which the report relates and is based on unaudited accounts.
CONSOLIDATED OPERATING STATEMENT
Current Year NZ$'000; Up/Down %; Previous Corresponding Year NZ$'000
TOTAL OPERATING REVENUE:
NZ$'000 79,510; Down 6.0%; NZ$'000 84,637
OPERATING SURPLUS BEFORE UNUSUAL ITEMS AND TAX:
NZ$'000 31,887; Down 0.3% ; NZ$'000 31,968
Unusual items for separate disclosure:
Current Half Year NZ$'000
a)        Costs relating to Western Reclamation (435)
Total     $(435)
Previous corresponding Half Year NZ$'000
b)        Costs relating to Western Reclamation (489)
c)        Costs relating to Auckland Waterfront Group (179)
d)        Cost relating to sale of investment assets (212)
Total     $(880)
TOTAL OPERATING SURPLUS BEFORE TAX:
NZ$'000 31,887; Down 0.3%; NZ$'000 31,968
Less taxation on operating result:
NZ$'000 10,357; N/a; NZ$'000 10,789
OPERATING SURPLUS AFTER TAX:
                                                                                                                                            Page 307

NZ$'000 21,530; Up 1.7%; NZ$'000 21,179
Equity earnings:
(included in Operating Revenue above).
NZ$'000 590; N/a; NZ$'000 601
NET SURPLUS AFTER TAX ATTRIBUTABLE TO MEMBERS OF LISTED ISSUER:
NZ$'000 21,530; Up 1.7%; NZ$'000 21,179
Earnings per share: 20.3cps; Up 1.5%; 20.0cps
Interim Dividend: 15cps
Record Date:          11 March 2005
Date Payable:         18 March 2005
Imputation tax credit on latest dividend: $0.073881 per security
Supplementary dividend for non-residents: $0.026471 per security
Summary of commentary: Ports of Auckland's surplus after tax rose 2% to $21.5 million for the half year to December 2004. "The increase in
profitability is a good result in view of several factors that affected container volumes," Chairman Neville Darrow said. "It was achieved through the
underlying strength of our container business, the growth in breakbulk volumes and careful management of costs." Total earnings before interest
and tax (EBIT) were $35.7 million, up 1% when marinas are excluded from the prior period. The marinas were sold in May 2004. Operational
performance - Port Operations EBIT was $31.8 million. "This is very close to December 2003. Considering lower container volumes, this is an
encouraging result and is evidence of the Company's fundamental strengths," Mr Darrow said. Shareholder returns - Earnings per share were up 2%
to 20.3 cents An interim ordinary dividend of 15 cents per share was declared, the same as last year. The dividend is fully imputed for tax and
represents approximately 75% of after-tax profits. Acquisition of shareholding in United Containers Limited - A new initiative to benefit the supply
chain in which Ports of Auckland operates was announced along with the half year results. "The Company is acquiring a cornerstone shareholding
of 27.5% in United Containers Limited, one of New Zealand's largest container depot businesses, for approximately $3 million. We are committed to
improving New Zealand logistics. This acquisition provides opportunities for better supply chain solutions for New Zealand's importers and exporters,
and for improved returns for Ports of Auckland shareholders," Mr Darrow said. New shipping services to Auckland Chief Executive Geoff Vazey said:
"The Company's commitment to service delivery and the development of key strategies has influenced three shipping lines to choose Auckland in
recent months. These new services will boost our container volumes by over 35,000 TEUs a year." "Just before Christmas, Maersk Sealand
announced that its Oceania Service would call at Auckland on its southbound leg from the US and Central America. That service is now under way
"Then Mediterranean Shipping Company announced that a new two-ship service would call weekly at Auckland from March or April. This will
enhance the trans Tasman services available via the Auckland Port. It involves 52 additional ship calls a year at Auckland," Mr Vazey said. "CP
Ships then announced the restructure of its trans-Tasman roll-on roll-off service, which will result in the service leaving Tauranga to hub on Auckland
from next month. "Further to that, shipping services that were reconfigured to avoid congestion in the US, causing us to lose 1,000 TEUs per month
since November, are returning to normal," Mr Vazey said. Productivity Mr Vazey said that the Company's container terminals continued to achieve
high productivity as a matter of course and repeatedly demonstrated their ability to handle peaks. "A key global shipping line customer has recently
provided us with data that proves once again that Auckland has the highest productivity levels among eight New Zealand ports. The second-highest
port was 25% behind Auckland, which is a large gap," he said. Outlook Mr Darrow said: "In summary, the results confirm that Ports of Auckland is
trading soundly and continues to achieve underlying growth. "The Company faces a number of challenges, not the least of which is continuing strong
competition in respect of shipping services. However, we are determined to be competitive and the Auckland Port will continue to have the
necessary capacity, equipment, technology, attitude and performance to meet these challenges and to fulfil customers' expectations," Mr Darrow
said Mr Vazey said that the recent shift of shipping trades to Auckland was significant and very encouraging. "If we lose some services we will attract
others. We are determined to succeed in our service offerings to customers and in our returns for shareholders." Copies of the Chairmans and CEO
speeches have been provided and can be requested from lcr@nzx.com or from the Port of Auckland website: www.poal.co.nz
PORTS OF AUCKLAND LIMITED (NS)
Ports of Auckland to take a cornerstone shareholding in leading container depot business. Ports of Auckland is acquiring a 27.5% cornerstone stake
in United Containers Limited (UCL), one of New Zealand's largest container depot businesses, for approximately $3 million. "This investment is a
good strategic fit," said Ports of Auckland Chief Executive Geoff Vazey. UCL has container depot operations in Auckland at Panmure (two), Te
Papapa and Westfield, and in Napier, Christchurch, and Tauranga. It also has 50% equity ownership of container depot operations in Wellington and
Christchurch, and 51% equity ownership of operations in Fiji. "The acquisition moves the Company into greater depth in the supply chain for
containers within New Zealand. We are committed to improving New Zealand logistics and this acquisition provides opportunities for better supply
chain solutions for New Zealand's importers and exporters. "The movement of empty and full containers is inextricably linked. Empties are a
significant part of supply chain costs. As the vast majority of imports come into Auckland the pool of empty containers originates here in Auckland
and we have chosen to widen our focus to participate in this business," Mr Vazey said. In addition to its own facilities, UCL carries out container
depot activities on contract to Ports of Auckland at two locations: adjacent to the Axis Fergusson container terminal in the eastern part of the
Auckland Port and adjacent to the Axis Bledisloe container terminal in the central area of the Auckland Port. "Ports of Auckland has been
impressed by UCL's performance and service delivery over recent years. Participating in ownership fits well with our growth aspirations while
ensuring a commitment to very high service levels to our customers," Mr Vazey said.
NZSX 50 PORTFOLIO INDEX FUND (NS)
The manager of the NZSX 50 Portfolio Fund advises that as at close of business on 14 February 2005 a total of nil units had been redeemed or
allotted since 11 February 2005. The total number of units on issue on that day was 12,298,723. The asset backing for each NZSX 50 Portfolio
Fund unit at close of business on 14 February 2005 was $1.5214. The value of the NZSX 50 Portfolio Index at the close was 1521.43.
NZSX 10 FUND (NS)
                                                                                                                                            Page 308

The manager of the NZSX 10 Index Fund advises that as at close of business on 14 February 2005 a total of nil units had been redeemed or allotted
since 11 February 2005. The total number of units on issue on that day was 70,445,142. The asset backing for each NZSX 10 Index Fund unit at
close of business on 14 February 2005 was $1.23557. The value of the NZSX 10 Index at the close was 1235.57.
INFRATIL LIMITED
Issue of Securities
The following information is provided in accordance with Section 7.12 of the Listing Rules; Class of security: Bonds Series 15 ISIN: NZIFTD0008s4
Number of bonds issued: 10,789,500,,Issue Price: $1.00, Payment: In cash , Amount paid up: $1.00 per bond, Percentage of the total class of
securities issued (after the issue): 100%, Reason for the issue: As pre Prospectus dated 10 December 2004., Specific authority for the issue:
Prospectus dated 10 December 2004, Terms or conditions of the issue: Prospectus dated 10 December 2004, Total number of bonds in existence
after the issue: 70,700,200, Date of issue: Bonds issued 2 February 2005 to 14 February 2005
THE NZX AUSTRALIAN MIDCAP INDEX FUND (NS)
NZX Funds Management Limited releases results for The NZX Australian MidCap Index Fund NZX Funds Management Limited (NZXFM), a wholly
owned subsidiary of New Zealand Exchange Limited, has announced its results for the NZX Australian MidCap Index Fund, covering the three-
month period from 27 September to 31 December 2004. Key highlights include: - The net tangible asset value per unit as at 31 December 2004
was $4.4421, up 20.77% on the listing price of $3.6781 on 27 September 2004. - The S&P/ASX MidCap 50 Index which the NZX Australian MidCap
Index Fund tracks, was the top performing index in Australia. - The S&P/ASX MidCap Accumulation Index, which incorporates both price changes
and dividends paid, was up 43.21 % for the 2004 year. - The fall of the New Zealand dollar relative to the Australian dollar from 0.9436 on 27
September 2004 to 0.9195 on 31 December 2004 resulted in a further appreciation of the MOZY Units. Commenting on the performance of the NZX
Australian MidCap Index Fund, NZXFM Director Geoff Brown said "The Fund has had a stellar performance since listing, well beyond most
investors' expectations. The MidCap companies in Australia have continued to be one of the best performing sectors of the Australian market and no
doubt helped by a buoyant economy and compulsory savings regime." For further information regarding exchange traded funds visit:
www.nzx.com/products/investment_products
INFRATIL LIMITED
The following information is provided in accordance with Listing Rules 7.12 Class of security: Ordinary Shares ISIN: NZIFTE0003S3 Number of
Ordinary Shares issued: 100 Issue Price: $3.50 Payment: In cash Amount paid up: Ordinary Shares issued as fully paid up Percentage of the total
class of securities issued (after the issue): 0.00004% Reason for the issue: Warrants (IFTWB) exercised. Specific authority for the issue: Terms and
conditions of the issue of the Warrants Terms or conditions of the issue: Warrantholders have the right to subscribe for Ordinary Shares, credited as
fully paid, at an exercise price of $3.50 Total number of Ordinary Shares in existence after the issue: 219,863,179 Total number of Warrants on
issue after the above Warrants exercised: 45,388,543
TAYLORS GROUP LIMITED
DIRECTOR'S REVIEW - 6 MONTHS TO 31 DECEMBER 2004 Summary of Unaudited Trading Results On behalf of the Directors of Taylors Group
Limited, I am pleased to announce to shareholders the unaudited trading results for your Company for the 6 months to 31 December 2004. Net
profit after tax has increased 7.3% over the prior comparative period to $2,402 million. Operating revenue for the period was $33.2 million, up
11.6% from $29.8 million in the comparative prior period. I am also pleased to advise an interim dividend of 7.0 cents per share has been approved
by the Directors for payment on 25 March 2005. This is an increase of 2.0 cents per share (40%) over the comparative prior period. Overview -
While the growth in sales across the Company has been pleasing, a number of factors have impacted on the conversion of this new business into
equally strong profit growth. Two in particular are worthy of comment. As advised to shareholders at the 2004 Annual Meeting, the Company has
incurred significant increases in the cost of energy. Costs for oil and gas, extensively used across the business to generate steam, have both been
impacted by adverse price increases. Electricity charges have increased as long-term supply contracts have expired and been renewed. Overall,
these energy costs have increased by some 40% ($0.6 million) over the prior period. From the start of the financial year, two Auckland laundry
operations - the plants based at Pt Chevalier and Avondale - have been combined at Pt Chevalier. The implementation targets set by management,
believed to be aggressive but achievable given the forecast business activity, have not yet been fully achieved as the higher than expected volumes
of linen being processed have delayed some activities. Management remains committed to completing this project and expects the forecast
benefits to be fully realised during the course of 2005. Sales - The Company has successfully grown sales across that region by over $2.5 million.
Of this, the Industrial based operations of the former LDC entity, have grown by $0.4 million. This business is enjoying particular success in aviation
support planned integration activities. The December 2004 results also include the full half-year sales from the Kleencare business acquired in
December 2003. This effect has added a further $0.8 million during the current period. The predominately hospitality based operations in
Wellington, Christchurch and Invercargill have also seen strong growth, partly driven through the comparative strength of the New Zealand tourist
market, but also by the successful expansion of their respective businesses with new customers. Operating Profit - Operating profit before taxation
for the 6 months ended December 2004 rose 2.5% on the prior comparative period to $3.54 million. Profit after tax attributable to shareholders was
$2,402 million. In addition to the factors referred to above (energy costs and delays in the realisation of the full benefits of the Auckland plant
integration), the Company has also experienced increases in labour costs at rates greater than that driven purely by volume increases. Additional
labour costs continue to be incurred as a result of the amendments to the holiday's legislation introduced by the government during 2004. The
benefits of production labour rosters structured several years ago to align with changes in the Employment Relations legislation have been
significantly reduced as a result of the new holidays provisions. Another factor contributing to the cost increases is the shortage of available labour
in the market. The cost of casual labour to staff increased operating hours necessary to support the greater volumes has significantly increased.
These matters are being addressed in conjunction with the operating requirements of the plants and the Company's investment plans, however
some aspects of the increases, particularly those associated with statutory holidays will remain an on-going issue for the Company with its
requirement for 7-day 52-week operations. Also included in the operating profit for the period to December 2004, is the sale of the Company's former
site in Avondale, Auckland. The profit realised on this sale is approximately $0.3 million before tax. Outlook - As advised at the Annual Meeting, the
                                                                                                                                         Page 309

Directors are undertaking a review of the Company's medium term capital requirements. Developments in the laundry industry generally, and
investment by competitors in the New Zealand market will necessitate some additional investment by the Company. This investment program is
unlikely to have any significant impact on trading for the current year. Looking forward to the second half, the Directors do not expect any major
changes to the current market conditions. Interim Dividend - The Directors have recommended the payment of a fully imputed interim dividend of
7.0 cents per share, a 40% increase on the prior comparative period. The share register will close to determine entitlements on 11 March 2005 for
payment on 25 March 2005.
WESTPAC BANKING CORPORATION
WestpacTrust Securities NZ Limited gives notice that today it has agreed to issue the following debt securities:
CCY/Volume (mio) Issue Date           Maturity Date        Listing Programme
200     15/02/05 16/05/05 None        USD5 bio USCP Programme
ING PROPERTY TRUST
ING Property Trust has supplied to the NZX a Powerpoint presentation on the proposed merger with Urbus Properties Limited. Copies can be
requested from lcr@nzx.com.
URBUS PROPERTIES LIMITED
ING Property Trust has supplied to the NZX a Powerpoint presentation on the proposed merger with Urbus Properties Limited. Copies can be
requested from lcr@nzx.com.
SKY CITY ENTERTAINMENT GROUP LIMITED (NS)
SKYCITY Entertainment Group Limited advises that it has successfully raised US$400 million debt by way of a private placement to US investors.
The primary objectives of the placement were to increase SKYCITY's average debt maturity profile, diversify the company's sources of debt funding
and provide increased financial flexibility. The funding from the placement will be applied to the repayment of existing senior bank debt. The
placement, which was significantly oversubscribed, features three currencies across four maturities, being USD, NZD and AUD, for terms of 7, 10,
12 and 15 years. Thirteen investors participated in the placement, including US, New Zealand and Australian institutions with the dominant interest
from the US market.
THE NZSX MIDCAP INDEX FUND (NS)
The Manager of the NZSX Mid Cap Index Fund - MIDZ advises that as at the close of business 14/2/05 a total of NIL units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 18,169,198 (nc). The NTA for each MIDZ unit at close of
business 14/2/05 was $2.53157.
THE NEW ZEALAND REFINING COMPANY LIMITED
On Saturday February 19, the New Zealand Refining Company (NZRC) will begin a planned 21 day maintenance shutdown of its Crude Distillation
Complex One. Crude Distillation Complex One is one part of the Refinery complex, which distils crude oil to provide straight run and finished
naphtha, kerosene and diesel products. It supplies approximately 25 per cent of the feed for the downstream conversion units and is a significant
part of the overall plant. General Manager of NZRC, Thomas Zengerly, said while the planned shutdown would temporarily affect NZRC's production
of petrol and diesel, plans for alternate supplies during this period had been developed to prevent any impact on customers. The estimated cost for
the shutdown is $10 million and more than 150 additional people will be working on site during the 21 day period. During the shutdown, local
residents may notice limited 'flaring' during the shutting down and starting up phases. It is not possible to carry out such extensive work without
some flaring occurring but, as always, this flaring will be kept to a minimum. A comprehensive Health, Safety and Environment plan has been
developed for the shutdown to minimise any impact on people or our environment.
AUSTRALIAN 20 LEADERS INDEX FUND (NS)
The Manager of the Australian 20 Leaders Index Fund - OZY advises that as at the close of business 14/2/05 a total of nil units had been
allotted/redeemed since the previous notice. The total number of units on issue on that day was 40,612,428. (nc) The NTA for each OZY unit at
close of business (Sydney) 14/2/05 was $2.4371
THE NZX AUSTRALIAN MIDCAP INDEX FUND (NS)
The Manager of the NZX Australian Mid Cap Index Fund advises that as at close of business on 14/2/05 a total of Nil units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 8,721,445. (nc) The NTA for each MOZY unit at close of
business (Sydney) 14/2/05 was $4.5354
WRIGHTSON LIMITED/ WILLIAMS AND KETTLE LIMITED
WRIGHTSON OFFER FOR W&K UNCONDITIONAL Wrightson Limited today confirmed that its takeover offer for Williams and Kettle Limited had
become unconditional having received acceptances for 51.8 per cent of the shares in the Napier-based rural servicing firm. "We are pleased that
Williams & Kettle shareholders are following the lead of long term shareholder Sir Selwyn Cushing whose family interests sold into the offer last
week," Wrightson chairman Keith Smith said. "We are working closely with the Board of W&K to move our two companies forward to the benefit of
our many clients and staff" Mr Smith said. Wrightson has also undertaken to appoint three Williams & Kettle nominated directors to the restructured
eight person Wrightson board once ownership has formally been transferred. Earlier this week Wrightson extended the offer to close at 5pm on
Friday 11 March 2005.
SUMMIT RESOURCES LIMITED
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The Company has been advised of the following changes of relevant interests of Mr AJ Eggers in the securities of the Company: Acquisition of
40,000 shares by Minvest Securities (New Zealand) Limited, a company associated with Mr Eggers Sale of 120,000 shares by Trisec Pty Ltd,
another company associated with Mr Eggers
WESTPAC BANKING CORPORATION
The following number of fully paid ordinary shares have been/will be allotted pursuant to the exercise of options under the Westpac's Senior Officers'
Share Purchase Scheme, the General Management Share Option Plan, Westpac Performance Plan and/or Chief Executive Share Agreement:
Number            Exercise Price        Allotment Date                Ranking
252,000           $14.65                15 February 2005              Rank equally
10,000            $13.76                15 February 2005              Rank equally
43,000            $13.26                15 February 2005              Rank equally
32,000            $9.53                 15 February 2005              Rank equally
12,258            Nil                   15 February 2005              Rank equally
          349,258
Paid up and quoted capital: 1,796,270,419 fully paid ordinary shares.
NEW ZEALAND EXCHANGE LIMITED
2005 Annual Meeting and Director Nominations - New Zealand Exchange Limited (NZX) intends to hold its next Annual Meeting of shareholders on
Thursday, 9 June 2005 in Auckland at 3:30pm. The venue will be advised in the forthcoming Notice of Meeting. For the purposes of NZSX Listing
Rule 3.3.2, NZX advises that the opening date for nominations for directors is today, 15 February 2005 and the closing date is Monday 11 April
2005. All nominations must be received by 4:00pm on the closing date. Nominations may only be made by a shareholder entitled to attend and vote
at the Annual Meeting and should be addressed to Robyn Dey, Acting Corporate Counsel, NZX, Level 9, ASB Bank Tower, 2 Hunter Street, PO Box
2959, Wellington.
NEW ZEALAND EXCHANGE LIMITED (NZXR) / WOOL EQUITIES LIMITED
Application for Waiver from NZAX Listing Rule B4.1
Background
1. WEL hold 74.9% of the voting shares in Canesis Network Limited ("Canesis") and is represented by 4 directors on the Canesis Board. The
remaining 25.1% of the voting shares in Canesis are held by Wool Research Organisation of New Zealand Incorporated ("Wool Research").
Canesis currently has 5 directors in total.
2. WEL was granted a waiver from NZAX Listing Rule B4.1 on 28 October 2004 in respect of the transaction under which WEL acquired 74.9% of
Canesis.
3. On 25 January 2005 WEL entered into a heads of agreement with Canesis Network Limited ("Canesis") under which both parties agreed to
establish a strategic alliance for the commercialisation of certain smart textiles technologies in which both parties will have rights through a series of
transactions (the "Softswitch Transaction") involving Softswitch Limited ("Softswitch").
4. Softswitch Limited ("Softswitch") is a wholly owned subsidiary of Canesis. It is registered in the United Kingdom.
5. WEL Shelf Co No. 4 Limited ("WEL Holding Co"), which is currently a wholly owned subsidiary of WEL and which is to be called "Smart Textiles
Limited", will be the vehicle through which the strategic alliance is pursued by WEL and Canesis. For this purpose, WEL is to capitalise WEL
Holding Co by subscribing for new ordinary shares for a total consideration of $1.5 million payable in cash ("WEL Holding Co Capitalisation").
6. Once the WEL Holding Co Capitalisation has been completed, Canesis is to:
a. Sell, and WEL Holding Co is to purchase, all of the ordinary shares in Softswitch; and
b.Grant two worldwide non-exclusive licences to WEL Holding Co in relation to fabric light and connectivity systems developed and owned by it; and
c. Transfer or assign, and procure its related companies to transfer or assign, all of their respective rights and interests in the Softswitch intellectual
property to Softswitch (but excluding Canesis' co-ownership interest in the Softswitch patent), (together, the "Softswitch Acquisition").
7. In consideration for the acquisition of the above shares and rights under the Softswitch Acquisition, WEL Holding Co is to issue to Canesis such
number of ordinary shares in WEL Holding Co as will result in Canesis holding 49% of the ordinary shares in WEL Holding Co, all of which shares
will be credited as fully paid (WEL Holding Co Share Issue). Taking into account WEL's shareholding in Canesis, WEL will have an effective
economic interest in approximately 87.7% of WEL Holding Co.
8. Following the completion of the WEL Holding Co Share Issue, Softswitch will issue to WEL Holding Co, and WEL Holding Co will subscribe for,
new ordinary shares in Softswitch for a total consideration of $1.5 million payable in cash (the Softswitch Share Issue). The number of new
Softswitch shares issued to WEL Holding Co will depend on the New Zealand dollar and UK pound exchange rate on a date of issue.
9. As a result of the Softswitch Transaction:
a. WEL will hold 51%, and Canesis will hold 49%, of the issued share capital in WEL Holding Co; and
b. Softswitch will be a wholly owned subsidiary of WEL Holding Co.
Application
10. WEL has applied for a waiver from NZAX Listing Rule B4 from the requirement to obtain shareholder approval of the Softswitch Transaction
under NZAX Listing Rule B4.1 and clause 26.1 of WEL's constitution.
11. This application comes about because, consistently with the recent application by WEL for a waiver from the requirement to obtain shareholder
approval under NZAX Listing Rule B4.1 for the transactions between WEL and Wool Research, Canesis is a Related Party of WEL by virtue of
WEL's investment in Canesis and the fact that Directors of WEL are also Directors of Canesis, having been appointed by WEL as its representatives
on the Canesis Board.
12. NZAX Listing Rule B4.1 prohibits an NZAX Issuer from entering into a Material Transaction if a Related Party is, or is likely to become, a direct or
indirect party to the Material Transaction, or at least one of a related series of transactions of which the Material Transaction forms part.
                                                                                                                                             Page 311

13. The definition of Material Transaction in NZAX Listing Rule B4.2 includes the acquisition or disposal of assets having an Aggregate Net Value in
excess of 10% of the NZAX Issuer's Average Market Capitalisation.
14. WEL's current Average Market Capitalisation is approximately $14.9 million (10% of which is $1.49 million). The applicant considers that the
following elements of the Softswitch Transaction are likely to exceed the 10% threshold:
- Under the WEL Holding Co Capitalisation, WEL will be subscribing for shares with an approximate Aggregate Net Value of $1.5 million (as WEL
Holding Co is not intended to remain a wholly owned subsidiary of WEL, the exception in NZAX Listing Rule B4.3 will not apply to it); -The
approximate Aggregate Net Value of the Softswitch shares to be acquired by WEL Holding Co from Canesis under the Softswitch Acquisition is
$1,441,176 (i.e., 26,188 shares with an approximate value of $55 each); and -The approximate Aggregate Net Value of the WEL Holding Co shares
to be issued to Canesis under the WEL Holding Co Share Issue is also $1,441,176.
15. WEL submits the following grounds in support of its application:
a. The principal reason for requiring shareholder approval of Material Transactions with Related Parties under NZAX Listing Rule B4.1 is to ensure
that transactions of that nature do not confer advantages or benefits on a Related Party at the expense of other shareholders. The grounds on
which this waiver is sought relate primarily to the nature of the relationship between Softswitch, Canesis, and WEL, and to the nature of the
Softswitch Transaction itself.
b. Canesis is a Related Party of WEL solely because of WEL's existing investment in Canesis and its representation (through WEL directors) on the
Canesis Board. As indicated above, WEL now holds 74.9% of the shares in Canesis and is represented by 4 directors out of a Board of 5 (WEL
Research is entitled to appoint a further director, which would bring the total to 6). Accordingly WEL is in a position to ensure that transactions
between WEL and Canesis do not involve transfer of value to Canesis at the expense of WEL's minority shareholders.
c. WEL's Board is of the view that the Softswitch Transaction is being undertaken at fair value from WEL's perspective. WEL note, in this regard,
that the technology developed by Softswitch is hard to value given the current state of its development and commercialisation. The WEL Board has,
therefore, formed its view on the value based on its assessment of the prospects of successfully commercialising that technology. In forming its
view on value, the WEL Board has taken into account independent expert advice on the value of both Softswitch and Canesis (as the parent
company of Softswitch).
d. WEL are prepared to confirm that the decision to enter into the Softswitch Transaction was made on an arm's length and commercial basis, and
was negotiated between the parties in circumstances where the association triggering the application of NZAX Listing Rule B4.1 has not influenced
WEL's decision to enter the transaction.
e. We are aware that NZX typically requires certification from the disinterested Directors of an Issuer that the decision to enter into the transaction
was not unduly influenced by, and was made independently from, the Directors who are interested in the transaction. As indicated above, WEL is
represented on Canesis' Board by 4 Directors, who are also Directors of WEL. It is difficult therefore for the standard certification to be provided for
the Softswitch Transaction. However, the independent directors of WEL are willing to confirm to NZX the grounds of the waiver set out in this
application above.
16. WEL confirm that the Board of WEL has resolved that the Softswitch Transaction is in the best interests of WEL and its shareholders for the
following reasons:
i. It meets the objectives of the WEL strategic plan to further develop an area of competitive advantage in the smart textiles area;
ii.It provides WEL with the potential to access large world-wide markets and further develop a leading edge technology to create shareholder value;
iii. It will ensure that WEL has the ability to control the commercialisation of the current Softswitch technology and other smart textile technologies
created by Softswitch.
NZAX Listing Rule B4.1
17. NZAX Listing Rule B4.1 states that: "An NZAX Issuer shall not enter into a Material Transaction if a Related Party is, or is likely to become:
a. a direct or indirect party to the Material Transaction, or to at least one of a related series of transactions of which the Material Transaction forms
part; unless that Material Transaction is approved by an Ordinary Resolution of the NZAX Issuer."
18. Footnote 1 to NZAX Listing Rule B4.1 states that: "NZX may waive the requirement to obtain the approval of a resolution for the purposes of
NZAX Listing Rule B4.1 if it is satisfied that the personal connections with, or involvement or personal interest of a Related Party are immaterial or
plainly unlikely to have influenced the promotion of the proposal to enter into the transaction or its terms and conditions."
19. NZAX Listing Rule B4.1 is aimed at regulating Related Party transactions in which a person may gain favourable consideration because of their
relationship with the NZAX Issuer. In addition to these transactions, this Rule is intended to capture transactions that may be perceived to be
favourable.
20. NZAX Listing Rules B4.2(a) and (c) state that: "For the purpose of NZAX Listing Rule B4.1, Material Transaction means a transaction or a
related series of transactions whereby an NZAX Issuer:
a. purchases or otherwise acquires, gains, leases (as lessor or lessee) or sells or otherwise disposes of, assets having an Aggregate Net Value in
excess of 10% of the Average Market Capitalisation of the NZAX Issuer;"
c. borrows, lends, pays or receives, money, or incurs an obligation, of an amount in excess of 10% of the Average Market Capitalisation of the NZAX
Issuer;"
21. NZAX Listing Rules B4.3(c) state that: "For the purpose of NZAX Listing Rule B4.1, Related Party means a person who is at the time of a
Material Transaction, or was at any time within six months before a Material Transaction:
c. an Associated Person of the NZAX Issuer or any of the persons referred to in (a) or (b), other than a person who becomes an Associated Person
as a consequence of the Material Transaction itself (or an intention or proposal to enter into the Material Transaction itself);...".
Decision
22. On the basis that the information provided to NZX is full and accurate in all material respects, NZXR grants WEL a waiver from NZAX Listing
Rule B4.1 to the extent that an ordinary resolution of WEL will not be required in respect of implementation of the Softswitch Transaction.
23. This waiver is provided on the condition that the independent directors of WEL provide NZXR with a signed certificate saying that:
a. We believe the price for the Softswitch Transaction represents fair value; and
b.,The decision of WEL to enter into the Softswitch Transaction:
(i)is an arm's length and commercial decision for WEL; and
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(ii)is in the best interests of the shareholders of WEL.
24. The waiver is also subject to the condition that this decision and its conditions are published.
Reasons
25 .In coming to this decision NZXR has considered the following matters:
a. There was precedent to grant the applied for waiver on the basis of the information provided to NZX;
b. On the basis of the information supplied, NZXR are satisfied that the Directors of WEL who are also Directors of Canesis have not unduly
influenced the decision by WEL to enter into the Softswitch Transaction;
c. The decision is in arm's length and commercial decision for WEL and there is no incentive for WEL to set the terms at anything other than
commercial terms;
d. NZXR was satisfied that the Softswitch Transaction was fair to WEL shareholders.
THE NEW ZEALAND REFINING COMPANY LIMITED
Throughput for the two month period ending December 2004 totalled 7.03 million barrels - Favourable crude diet, high hydrocracker throughput and
stable operating conditions led to this better than planned performance. The refining margin acheived of USD8.86 was significantly higher than the
previous two month period (USD5.45) The NZD margin revenue received for the period totalled $43.6 million. Refer www.nzrc.co.nz for the last four
years Throughput and Margin Information.
WILLIAMS AND KETTLE LIMITED
An Appendix 7 form has been provided by Williams and Kettle Limited. Amount per security: 23 cents Fully Imputed Supplementry Dividend:
4.058824 cents Record Date: 17 February 2005 (Refer NZXR waiver granted 11 February 2005) Payment Date: 21 February 2005
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Australia and New Zealand Banking Group Limited has advised of the allotment of 287,997 Ordinary Shares between 21/01/2005 and 10/02/2005.
Purpose of the issue: 287,997 shares issued on exercise of options. Number of ordinary shares now quoted: 1,824,195,418. Full details of the
announcement have been provided to the New Zealand Stock Exchange.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Australia and New Zealand Banking Group Limited has lodged with the Australian Stock Exchange on 15 February 2005 an Australian Securities
and Investments Commission Form 484- C1 setting out details of shares cancelled pursuant to ANZ's share buy-back program.
Full details of the announcement have been provided to the New Zealand Stock Exchange Details of cancelled shares List the details of shares
cancelled in the following table Share class code Number of shares cancelled Amount paid (cash or otherwise) ORD 350,000 $7,138,320.00 ORD
236,000 $4,767,388.80 ORD 110,923 $2,237,926.98 ORD 180,000 $3,635,604.00 ORD 200,000 $4,030,760.00
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Australia and New Zealand Banking Group Limited has lodged with the Australian Stock Exchange on 15 February 2005 an Australian Securities
and Investments Commission Form 484- C1 setting out details of shares cancelled pursuant to ANZ's share buy-back program. Full details of the
announcement have been provided to the New Zealand Stock Exchange Details of cancelled shares List the details of shares cancelled in the
following table Share class code Number of shares cancelled Amount paid (cash or otherwise) ORD 120,000 $2,430,552.00 ORD 45,000
$926,550.00 ORD 40,000 $828,400.00 ORD 280,000 $5,738,684.00 ORD 200,000 $4,109,000.00
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Australia and New Zealand Banking Group Limited has lodged with the Australian Stock Exchange on 15 February 2005 an Australian Securities
and Investments Commission Form 484- C1 setting out details of shares cancelled pursuant to ANZ's share buy-back program. Full details of the
announcement have been provided to the New Zealand Stock Exchange Details of cancelled shares List the details of shares cancelled in the
following table Share class code Number of shares cancelled Amount paid (cash or otherwise)
ORD 50,000 $1,020,000.00 ORD 198,485 $4,068,942.50
ENERGY WORLD CORPORATION LIMITED
Appendix 4C - January 2005. A copy of this can be requested from lcr@nzx.com.
Net Operating cash flows: A$(597,000)
Net Investing cash flows: A$ (3,000)
Net Financing cash flows: A$ 454,000
Cash at end the of Month A$(1,246,000)
ENERGY WORLD CORPORATION LIMITED
Working Capital Position - January 2005. A copy of this can be requested from lcr@nzx.com.
AMP INVESTMENTS' WORLD INDEX FUND (NS)
No. of units on issue as at close 15-February-05 :352,498,329
Net Asset Value as at close 15-February-05:       1.14061
FISHER & PAYKEL HEALTHCARE CORPORATION LIMITED
NOTIFICATION OF ISSUE OF SECURITIES Fisher & Paykel Healthcare Corporation Limited (NZSX:FPH, ASX:FPH) advises that 21,227 ordinary
shares in the Company were issued on 15 February 2005 to David Michael Boyle and Gregory William Watson to be held on trust for those
                                                                                                                                              Page 313

employees accepting an offer to participate in the Fisher & Paykel Healthcare Australian Employee Share Purchase Scheme (the Scheme),
following approval by the Board on 9 November 2004. The issue price of the shares is AUD$2.37 per share and will be paid in cash. The Company
has a total of 508,580,507 ordinary shares on issue. This issue of shares takes that total to 508,601,734. 21,227 ordinary shares represent
0.0042% of the shares currently on issue. The shares were issued in accordance with the terms of the scheme as set out in the Trust Deed dated 20
December 2001. This advice is given under Listing Rule 7.12.1.
TOWER LIMITED
Following overwhelming approval from TOWER shareholders to its proposal to spin-off and separately list TOWER's Australian Wealth Management
business, TOWER transferred 120 million AWM shares to TOWER shareholders and was delighted to see the successful listing of AWM on the ASX
today. AWM shares and AWM Entitlements (on a deferred basis) were trading on the ASX.TOWER believes the benefits of separating AWM from
TOWER include: -Realising the potential underlying value of both TOWER and AWM by enabling both to focus on its own businesses - insurance
and investment businesses for TOWER in New Zealand and Australia and wealth management businesses for AWM in Australia. -Simplifying the
structure of both companies, making it easier to evaluate their performance and potential. -Enabling shareholders to choose whether to invest in
TOWER or in AWM, or in both. -Freeing up capital for TOWER, allowing TOWER to pursue strategies to enhance shareholder value in TOWER.
AWM has offered AWM shareholders Entitlements to buy further AWM shares at A$0.80 per share. The additional AWM shares issued under the
Entitlements Offer will raise A$130 million for AWM. AWM will pay that money to TOWER as part of the purchase price for TOWER's Australian
Wealth Management business. TOWER will apply those proceeds in pursuing its strategies for growth and new business development. Entitlement
and Acceptance Forms showing the number of Entitlements AWM shareholders will receive will be sent to shareholders on 21 February 2005. The
Entitlements are quoted on ASX. The Entitlements are trading on the ASX and TOWER encourages AWM shareholders to either exercise them or
sell them and not let them lapse. Entitlements will cease trading on ASX on 28 February 2005 and the closing date for receipt of Entitlements
acceptances is 8 March 2005. Shareholders should call the TOWER shareholder information line - 0800 104 124 (in New Zealand) or 1800 010 202
(in Australia) if they have any questions.
TELECOM CORPORATION OF NEW ZEALAND LIMITED (NS)
NOTICE OF ACQUISITION OF SECURITIES
1. Telecom New Zealand Finance Limited ("Company") is a wholly owned subsidiary of Telecom Corporation of New Zealand Limited and
consequently an Issuer by operation of Rule 1.1.5.
2. Defined terms in this letter have the meaning given to them in the Listing Rules and the sub-paragraphs in paragraph 3 correspond to the
equivalent sub-paragraphs in Rule 7.12.1.
3. In accordance with Rule 7.12.1, the Company advises that:
(a)Class: NZ$300,000,000 5.40% convertible note ("Note") due 17 May 2008;
(b)Number acquired: Full buyback of the remainder of the Note (following the acquisition of 50% of the Note on 18 November 2004);
(c)(i)Nominal value: NZ$150,000,000
(ii)Acquisition price: NZ$145,995,000
(d)Payment: Payment was in cash;
(e)N/A
(f)Percentage: 100% of the Note was acquired;
(g)Reason: The Note was acquired as part of Telecom Corporation of New Zealand Limited's ongoing liability management process;
(h)Authority: The Note was acquired in accordance with a board resolution of the Company passed on 11 November 2004;
(i)N/A
(j)Number of securities of the Class in existence following acquisition: None;
(k)N/A
(l)Date: The acquisition occurred on 15 February 2005.
NZSX 50 PORTFOLIO INDEX FUND (NS)
NZSX 50 Portfolio Index Fund (NS) has provided an Amended Appendix 7 relating to AMP NZ Office Trust Ordinary Units Interim Dividend. Amount
per security: $0.000171749. Record Date: 15/02/2005. Payment Date: 18/03/2005.
                                                       WEDNESDAY,16 FEBRUARY 2005
SANTOS LIMITED
Santos reserves replacement at 121% in 2004 Santos Limited announces that, during 2004, replacement of proven reserves exceeded total group
production for the third year in a row. The oil and gas group's replacement rate for proven reserves over the last three years has averaged 130%, a
significant improvement on previous performance. Increases in proven reserves (1P), prior to production, in 2004 totalled 57 million barrels of oil
equivalent (mmboe) or 121% of production, while increases in proven plus probable reserves (2P), prior to production, was 54 mmboe or 114% of
production. Proven reserves increased to 348 mmboe, compared with 338 mmboe at the end of 2003. Proven plus probable reserves rose to 643
mmboe compared with 636 mmboe a year earlier. These latest results do not include any potential reserve bookings for the recent discoveries in
Santos' expanding Indonesian core area- the Jeruk oil discovery in the Sampang PSC in East Java or the Hiu Aman oil and gas discovery in the
Donggala PSC in the Kutei Basin, offshore East Kalimantan. The average 1P reserve replacement cost for the past calendar year was US$12.37
per boe, or US$7.19 per boe on a three year average. Replacement costs in any one year are affected by the timing of spending and reserve
bookings; a three year average is the more reliable indicator of costs Santos' three-year average replacement cost of US$7.19 per boe is world-
competitive. A major focus of the 2004 capital program was the conversion of undeveloped reserves to the developed category. During the year,
102 mmboe of proven reserves and 134 mmboe of proven plus probable reserves were developed, significantly increasing the value of reserves.
Santos manages a diverse portfolio of hydrocarbon reserves. Underlying the picture of overall growth, were the following features: Reservoir
characterization: Ongoing appraisal drilling, interpretation and integration of well data typically results in revisions to existing booked reserves. In
                                                                                                                                                 Page 314

2004, major variances include a positive revision in John Brookes' 2P reserves of 32 mmboe. The Casino field also benefited from a positive 2P
revision of 5 mmboe. Development drilling: As reflected by the focus on reserve development, 2004 was a year in which significant development
drilling was undertaken. The results of the drilling programs were integrated into field reservoir models throughout the year. Major variances from
pre-drill estimates include: -Additional 2P reserves of 14 mmboe at Bayu Undan, where the reservoir sections were thicker and of better quality, and
the top of the reservoir was intersected higher than expected, and -A downward revision in Mutineer-Exeter 2P reserves of 13 mmboe, which was
foreshadowed in August 2004. The Mutineer-Exeter fields have proved to be more complex than originally interpreted and with thinner reservoirs
than modelled. Notwithstanding, four horizontal production wells have been successfully drilled and completed and are expected to provide initial oil
production of 70,000-90,000 barrels of oil per day. -Production from this new oil field in now expected to commence next month (March), several
months ahead of schedule and below budget. Production results: Reserve revisions also result from the integration of well performance data
obtained during the production phase. During the year, production results from East Spar and the Cooper Basin resulted in 2P reductions of 8
mmboe and 16 mmboe respectively. In the Cooper Basin downgrades were due to poorer than expected performance in some tight gas fields and
the integration of results from some previously unsuccessful fracture stimulations. Commercialisation: Significant volumes of new gas contracts were
agreed in 2004. The Maleo gas field - one of Santos' first discoveries in the Group's expanding Indonesian core area - saw sufficient progress with
commercialisation to book 27 mmboe of 2P reserves. Acquisitions and divestments: Santos actively bought and sold assets in 2004, resulting in a
net increase of 22 mmboe (2P) from the acquisition of certain assets of Novus Petroleum and an increase in Patricia Baleen equity, with negligible
movement due to divestments. Contingent Resources - Santos' contingent resources (discovered but currently sub-commercial or technically
immature hydrocarbon resources) were 1,443 mmboe at the end of the year, a decrease of 7 mmboe relative to the previous year. This includes 450
mmboe in Evans Shoal in the Timor Sea, the location of further exploration in 2005; 390 mmboe in PNG (primarily the Hides gas and liquids field);
and 250 mmboe in the Petrel-Tern gas field in the Bonaparte Basin. The resource distribution for the Jeruk discovery is currently under review and
has not been included in the year end 2004 contingent resource estimates.
SANTOS LIMITED
New Australian oil field to start production ahead of time and under budget. Santos Limited is pleased to announce that oil production from the
Mutineer-Exeter oil fields, 160 km off the coast of north-western Australia, will commence next month, several months ahead of schedule and ten
per cent below budget. First Mutineer-Exeter oil production - previously planned to start in June 2005 - will now begin in March. Initial production is
expected to be 70,000 to 90,000 barrels of oil per day. This accelerated start-up date has been possible because of the excellent development
schedule achieved by Santos for the delivery of the Floating Production Storage and Offtake (FPSO) production facility and the sub-sea system. The
Mutineer-Exeter development, which is Santos' first operated offshore oil project, is expected to have a pay-back period of less than two years - and
could be significantly less if current high oil prices continue. In its reserves announcement, also issued today, Santos confirmed a downward revision
in Mutineer-Exeter oil reserves, which was foreshadowed in August 2004. Further drilling during 2004 and early 2005 has indicated that the reservoir
distribution was more complex than originally interpreted, resulting in total (gross) proved plus probable reserves now being estimated to be 61
million barrels (mmbbls) (previously 101 mmbbls). While results in the initial appraisal stage were generally as, or better than predicted, the top of
the main reservoir of the field has proven to be deeper than expected in some parts of the Mutineer field and the oil pay has been thinner in a
number of key wells. However four horizontal wells have been successfully drilled and completed with state of the art dual Electric Submersible
Pumps (ESPs) that are expected to provide high initial production rates. "This early FPSO development, at a time of high oil prices, has significantly
increased the value of the fields", said Santos' Managing Director, Mr John Ellice-Flint. "It is also significant that first production will occur only three
years from the Norfolk 1 oil discovery and only 17 months from development approval," said Mr Ellice-Flint. "This achievement is world-class and is
ahead of the top quartile project development benchmarks set when development approval was given. "Reserve risk has been managed by having a
development plan designed to provide a substantial degree of both upside and downside flexibility to cope with a wide range of reserve outcomes".
"Fast-track developments have risks but also rewards. We plan to bring the fields into production at least a year earlier than would have been
possible if additional appraisal drilling had been carried out prior to project sanction. While overall production over the life of the fields is expected to
be lower than originally predicted, mean 2005 production is now expected to be around 15 mmbbls - higher than expected at the time of
development approval. In 2006 mean production of around 19 mmbbls is expected.
HENDERSON FAR EAST INCOME TRUST PLC
Block Listing of Shares - The Company announces that an application has been made to the UK Listing Authority and the London Stock Exchange
for the block listing of 925,925 ordinary shares of 25p each in the Company. The Company may issue any or all of these shares for cash from time
to time subject to guidelines produced by the Board and provided always that no such issue will be made at prices below the then prevailing net
asset value per share.
IINET LIMITED
iiNet to Become Australia's Third Largest ISP Through Deal With MCI - PERTH, Australia and ASHBURN, Virginia, 15 February, 2005 - iiNet Limited
(ASX: IIN), today announced completion of an agreement with MCI (NASDAQ: MCIP) to acquire the residential Internet access business of
OzEmail, in a transaction valued at $110 million (AUD). iiNet will make a cash payment of approximately $105 million (AUD) to MCI, it will retain all
OzEmail staff and iiNet will assume OzEmail's working capital and employee entitlements. The companies expect the sale to close within 20 days.
The acquisition of OzEmail positions iiNet to become the third largest Internet service provider (ISP) in Australia. Given the recent launch of its full
phone service, this acquisition will make iiNet a serious competitor to the nation's biggest telecommunications firms. The transaction is limited to a
sale of the OzEmail residential Internet access unit, which is a non-core business of MCI. This will allow MCI Australia to focus on its core business
markets - IP, data, security, hosting, voice and managed services for corporate and government customers; and wholesale services to carriers and
ISPs. The sale does not include any of MCI's network assets. With OzEmail's 230,000 active non-casual customers, including 47,000 broadband
users, and 65,000 active casual customers, iiNet's total customer count will grow overnight to more than 620,000. With OzEmail's customer base
being largely on the east coast, the deal will add further clout to iiNet's aggressive DSLAM network rollout across Australia. "This is a momentous
time for iiNet. We're blending innovative, cutting-edge products like our 'fast-as-you-can-go' broadband plans with one of Australia's best loved ISP
brands," said Michael Malone, Managing Director of iiNet. "Now with our full phone service plus broadband, the combined companies can offer
                                                                                                                                               Page 315

customers leading communication products and genuine service that really stands out from the rest." iiNet will retain the iconic OzEmail brand but is
keen to capitalize on the opportunities that this acquisition offers. Existing products will continue to be marketed and supported with full staff
retained. iiNet will boost staff resources to further enhance the service and support enjoyed by OzEmail customers and will transition OzEmail
customers onto the iiNet network and billing systems during the first nine months after close of the sale. Within six months, iiNet aims to offer its next
generation iibroadband2 products with speeds up to 8000 kbps and full phone services. A copy of the iiNet & OzEmail Investor Presentation by
Michael Malone - Managing Director, and Clayton Hollingsworth - Chief Financial Officer has been provided. Copies of this can be requested from
Listed Company Relations by emailing lcr@nzx.com.
IINET LIMITED
iiNet Limited has provided the following: Results for announcement to the market Current Reporting Period: Half-Year ended 31 December 2004
Previous Corresponding Period: Half-Year ended 31 December 2003 Percentage Change Amount % $A'000 Revenue and Net Profit Revenues
from ordinary activities up 74% 64,149 Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA) up 83% 15,061 Profit from
ordinary activities after tax attributable to members up 25% 1,905 Net Profit after Tax before Amortisation (NPATBA) up 94% 7,217 Net Profit for
the period attributable to members up 25% 1,905 Amount per security Franked Amount per security Dividends Interim Dividend 2.5 2.5 Record
Date for determining entitlements to the dividend Final Dividend Nil Nil Interim Dividend 15 February 2005 Brief Explanation of Revenue and Net
Profit Net profit before goodwill amortisation was $7.2 million for the 6 months ended 31 December 2004, an increase of 94% on the previous
corresponding period. Consolidated revenues from ordinary activities were $64.1 million. This represented a 74% increase from the corresponding
period in the previous year. This increase can be attributed to the growth in iiNet's customer base following the acquisition of Virtual Communities in
October 2004 and full contribution from ihug (acquired midway through the previous corresponding period) for the reporting period. Half Year-Ended
31-Dec-04 ; Half Year-Ended 31-Dec-03 NTA Backing Net tangible asset backing per ordinary security 0.17 cents ; 3.7 cents Review of Operations
- For the half-year ended 31 December 2004, the consolidated entity generated a net profit after tax of $1,905,169 (2003: $1,527,123). Net Profit
before goodwill and amortisation for the same period increased by 94% to $7,216,728, continuing the strong performance of the company.
Consolidated operating revenues of $64.1 million were 74% higher than that reported for the previous corresponding half. Earnings before interest,
taxation, depreciation and amortisation of $15.1 million is an increase of 83% on the $8.2 million achieved in the previous corresponding period. As
at 31 December 2004, consolidated cash holdings stood at $6.8 million. A copy of the full report can be requested from Listed Company Relations
by emailing lcr@nzx.com.
TEMPLETON EMERGING MARKETS PLC
Templeton Emerging Markets Investment Trust PLC ("TEMIT") - On behalf of TEMIT, Franklin Templeton Investment Management Limited reports
the unaudited net asset value ("NAV") of TEMIT as at 11th February 2005 as follows:-
NAV (Cum-Income) 206.59 pence
NAV (Ex-Income) 205.09 pence
HENDERSON TR PACIFIC INVESTMENT TRUST PLC
As at close of business on 14 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 93.4p.
THE BANKERS INVESTMENT TRUST PLC
As at close of business on 14 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 338.0p and the net asset value per share including debt marked at fair value was 331.2p.
THE CITY OF LONDON INVESTMENT TRUST PLC
As at close of business on 14 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 251.6p and the net asset value per share including debt marked at fair value was 243.3p.
HENDERSON FAR EAST INCOME TRUST PLC
As at close of business on 14 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 202.2p.
FOREIGN & COLONIAL INVESTMENT TRUST PLC
Foreign & Colonial Investment Trust PLC at 14/02/2005
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value - ex income     233.61
Net Assets - prior charges at market value - cum income 236.78
Net assets per share - ex income                           238.92
Net assets per share - cum income                          242.10
F&C SMALLER COMPANIES PLC
F&C Smaller Companies Plc at 14-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value -ex income      324.30
Net Assets - prior charges at market value - cum income 326.33
Net assets per share - ex income                           328.97
Net assets per share - cum income                          331.01
                                                                                                                                               Page 316

FOREIGN & COLONIAL EUROTRUST PLC
Foreign & Colonial Eurotrust PLC at 14-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
Net assets per share - ex income                   546.92
Net assets per share - cum income                  546.40
F&C EMERGING MARKETS INVESTMENT TRUST PLC
F&C Emerging Markets Investment Trust PLC at 14-Feb-05
NAV per share (at mid market values) in GBP sterling with prior charges at nominal value: pence
(convertibles unconverted ) ex income           97.43
(convertibles unconverted ) cum income          97.36
ANGLO & OVERSEAS TRUST PLC
We wish to announce that we have today been informed by Standard Life Group that it no longer has a notifiable interest in the ordinary shares of
this company.
NZSX 50 PORTFOLIO INDEX FUND (NS)
The manager of the NZSX 50 Portfolio Fund advises that as at close of business on 15 February 2005 a total of nil units had been redeemed or
allotted since 14 February 2005. The total number of units on issue on that day was 12,298,723. The asset backing for each NZSX 50 Portfolio
Fund unit at close of business on 15 February 2005 was $1.5150. The value of the NZSX 50 Portfolio Index at the close was 1515.08.
NZSX 10 FUND (NS)
The manager of the NZSX 10 Index Fund advises that as at close of business on 15 February 2005 a total of nil units had been redeemed or allotted
since 14 February 2005. The total number of units on issue on that day was 70,445,142. The asset backing for each NZSX 10 Index Fund unit at
close of business on 15 February 2005 was $1.22675. The value of the NZSX 10 Index at the close was 1226.75.
ANGLO & OVERSEAS TRUST PLC
We wish to announce that we have today been informed by Carrousel Capital Limited that it has a holding of 29,768,339 ordinary shares in this
Company representing 28.46% of the issued share capital. The shares are held as follows: Carrousel Fund - 20,719,952 shares Carrousel Fund II -
9,048,387 shares
ANGLO & OVERSEAS TRUST PLC
Anglo & Overseas Trust PLC announces that at the close of business on 14 February 2005 its Net Asset Value per share was 253.39p.
COMVITA LIMITED
Comvita's Japan-based operation has climbed into profit ahead of forecast. According to Scott Coulter, Manager Consumer Division, while the profit
in Japan is yet not huge it has come earlier than expected and points to stronger returns in the future. "Anyone who deals in Japan will know that to
set up there in 2002 and be in the black in 2005 is a very positive result." Comvita's strategy in Japan is to build relationships directly with the
consumer rather than deal through the often arduous and difficult distribution channels. This has been achieved by marketing through a mail order
database. "Japan has a wealthy consumer population that understands e-based products. It's an ideal market for our product ranges." The main
products sold are manuka honey and propolis. Coulter says Comvita is one of only a few New Zealand companies that has been able to
successfully market directly under its own brand into the Japanese market. He says they knew they had to get control of their own marketing in all
markets and a lot of effort has been put into getting offices and people set up in Japan, Hong Kong, China and Australia. But he says all of that
costs and takes time. "One of the keys is that we have Japanese staff who are very experienced and highly skilled. As our understanding of them
has improved so has the flow of business." Coulter says Japan will contribute significantly to Comvita's revenues in the future. "Margins are strong in
Japan and we are now moving ahead with increasing marketing resources and expanding our office space." He says they've been working to a very
specific plan which is focused on controlled growth - in particular focusing on quality business with higher profit margins. "Comvita is the sort of
company that does things quite deliberately with a willingness to invest now for gain later so it is gratifying to see it begin to come together." Comvita
has received assistance from New Zealand Trade & Enterprise in establishing its Japanese operation.
DEUTSCHE EQUITY INCOME TRUST PLC
The Deutsche Equity Income Trust PLC announces that at the close of business on 14 February 2005 its Net Asset Value per share was 268.51p.
NEW ZEALAND EXCHANGE LIMITED
FY to 31/12/2004 $3.677m ($2.943m) +24.9% Div 40cps
LISTED ISSUER: New Zealand Exchange Limited
CONSOLIDATED OPERATING STATEMENT FOR THE FULL YEAR ENDED 31/12/2004
Audited NZ$'000
Current Period; (Previous Corresponding Period)
OPERATING REVENUE
 Trading revenue 16,482; 12,641
 Other revenue      1,661; 1,047
                                                                                                                                          Page 317

Total Operating Revenue          18,143; 13,688
OPERATING SURPLUS (DEFICIT) BEFORE TAXATION 5,528; 4,407
Less taxation on operating results        1,851; 1,464
OPERATING SURPLUS (DEFICIT) AFTER TAX 3,677; 2,943
Extraordinary items after tax -;          -
Unrealised net change in value of investment properties -;                -
NET SURPLUS (DEFICIT) FOR THE PERIOD 3,677; 2,943
Net Surplus (Deficit) attributable to minority interests        -;        -
NET SURPLUS (DEFICIT) ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER 3,677; 2,943
EPS         28.94cps 23.20cps
Special Dividend: 40cps
Record Date: 29 April 2005
Payment Date: 11 May 2005
Imputation Credit Details: Fully imputed
NZX announces preliminary 2004 results
Summary
-Operating EBITDA (excluding non-recurring expenditure): $6.0 million, versus $3.6 million in 2003, an increase of 69%.
-Total revenue: $18.1 million, versus $13.7 million in 2003, an increase of 32.1%.
-Operating expenses (excluding non-recurring): $10.5 million, versus $9.1 million in 2003, an increase of 15.3%.
-NPAT: $3.7 million, versus $2.9 million in 2003, an increase of 24.9%.
-New investments: $4.1 million, in Smartshares and Link Market Services.
-Included in the total revenue is $1.7 million of interest revenue.
-A special, fully imputed dividend of $.40 per share will be paid in May.
Performance - New Zealand Exchange Limited (NZX) today announced a full year operating EBITDA result of $6.0 million. This represents a 69%
increase on the $3.6 million EBITDA result recorded the previous year. This result was achieved on operating revenue of $16.5 million, excluding
interest revenue of $1.7 million, representing an increase of 30.4% on the previous full year result. "NZX's core market operations business
benefited from strong market conditions. This was reflected in increased listings, IPOs, transactions and consumption of market data. NZX had the
second highest percentage increase in new listings for any exchange in the world. "Total market capitalisation of listed companies increased by
$11 billion, whilst the value traded increased to $28 billion, compared with $22 billion the previous year," said NZX CEO Mark Weldon. "In 2005 we
expect to see our investments in Smartshares and the joint venture registry business Link Market Services contributing to further revenue growth.
These, and other investments in NZX's portfolio, mean NZX is well positioned to deliver diversified shareholder value and growth in the future," said
Weldon. "NZX has delivered a strong performance in a healthy market. Even more significant from a shareholder viewpoint is the level of sound,
strategic investment NZX has made in order to grow revenue from new businesses. This will place NZX in a strong position to grow independently
of core market performance indicators going forward," said NZX Chairman Simon Allen.
Financial Details
-Revenue: Total group revenue was $18.1 million, an increase of 32.1% versus $13.7 million in 2003.
  -Listing revenue was $5.8 million, a 31.1% increase over the 2003 result. The increase was driven by the addition of new listings (40 compared
with 25 in 2003) and a pricing change implemented in July 2004.
  -Trading, Clearing and Settlement revenue was $4.3 million, a 31% increase on 2003. Total transactions increased 6.8% versus 2003.
  -Market Information revenue was $2.8 million, a 22.1% increase on 2003.
-Expenditure: Group operating expenses reached $10.5 million, an increase of 15.3% driven primarily by an increase in staff.
  -Group staff costs, including salaries and training, was $5.7 million, an increase of $1.3 million on 2003. Total staff numbers reached 59 at year
end, up from 45 at year end 2003.
  -Operating expenditure - excluding subsidiaries, staff costs and non-recurring expenditure - was $4.3 million in 2004, a decrease of $300,000
versus 2003.
-Investments and non-recurring expenditure:
  -Non-recurring expenditure across the group was $1.5 million. This figure includes expenditure related to the Access Brokerage failure ($486,000)
and Smartshares expenditure ($1.1 million).
  -NZX invested $3.26 million in Link Market Services, a 50/50 JV with ASX Perpetual Registrars Limited of Australia, to compete in the New Zealand
registry business.
"NZX staff numbers are now at the right size to manage the existing core market operations business. We will continue to manage ongoing
operational expenses closely," said Mark Weldon.
Smartshares
-Total funds under management was $192 million spread across four funds, versus $88 million in one fund at the year end 2003.
-Smartshares has 10,386 investors direct on register at year end 2004.
-Operating revenue was $556,000 for the year.
-Three funds were added during the final quarter.
-Operating expenditure, excluding staff costs, was $540,000.
-Expenditure relating to the launch of the Smartshares brand and IPO related fees totalled $1.1 million.
"NZX is happy with the level of new funds under management in Smartshares, especially during a period when wider funds management
withdrawals reached $630 million. The popularity of Smartshares, amongst a wide range of investors, demonstrates to us that Smartshares are
viewed as a sound means of growing and diversifying assets, with strong yield and good tax efficiency. We expect to see significant growth in this
area in the future," said Mark Weldon.
Key achievements across the NZX Group in 2004
                                                                                                                                          Page 318

-Core business:
  -Introduced Direct Market Access (DMA), an open interface to the NZX trading system. Eight trading participants were accredited for use.
  -Implemented new participant rules allowing more flexibility to suit specific business models of existing and potential market participants.
  -Implemented new regulatory framework, bringing compliance and issuer ruling functions in-house.
-NZX subsidiaries and investments:
  -Launched the Smartshares brand, added three new funds and raised $50.5 million in Initial Public Offerings.
  -Formed Link Market Services, a 50/50 JV to provide a superior registry service to all issuers with New Zealand based shareholders. Link Market
Services subsequently purchased BK Registries, located in Ashburton.
2005 Outlook
The key drivers of NZX's core business performance, including listings, transactions, and demand for NZX market data, are expected to remain
strong in 2005. "In 2004 NZX continued to invest in its core market operations business, while successfully expanding into two new key segments,
registry and funds management. In 2005 we will focus on delivering results in these segments. Beyond these segments, NZX will continue to invest
in exploring and evaluating further growth opportunities," said Mark Weldon.NZX today announced it will pay a special, fully imputed dividend of $.40
per share. Payment date for the dividend will be 11 May, 2005; record and ex dates will be Friday 29 April and Monday 2 May respectively. NZX
intends to review its dividend policy on an annual basis. "This tax efficient dividend reflects NZX's strong performance since listing. Our balance
sheet continues to provide opportunities for growth and investment, as demonstrated in 2004. We will continue to identify, explore and execute
against growth opportunities," said Chairman Simon Allen. "We would like to thank shareholders for demonstrating their ongoing confidence in
NZX's strategy and performance," said Mark Weldon.
WASTE MANAGEMENT NZ LIMITED
Name of Listed Issuer: Waste Management N.Z. Ltd
For Full Year Ended: 31 December 2004
This report has been prepared in a manner which complies with generally accepted accounting practice and gives a true and fair view of the matters
to which the report relates and is based on unaudited accounts.
CONSOLIDATED OPERATING STATEMENT
Current Full Year NZ$'000 25,609; Up 38.4%;
Previous Corresponding Full Year NZ$'000 18,509
Total operating revenue:
Current Full Year NZ$'000 213,355; Up 17.3%;
Previous Corresponding Full Year NZ$'000 181,923
OPERATING SURPLUS BEFORE UNUSUAL ITEMS AND TAX:
Current Full Year NZ$'000 42,680; Up 35.6%;
Previous Corresponding Full Year NZ$'000 31,484
Unusual items for separate disclosure: Nil.
OPERATING SURPLUS BEFORE TAX:
Current Full Year NZ$'000 42,680; Up 35.6%;
Previous Corresponding Full Year NZ$'000 31,484
Less tax on operating profit:
Current Full Year NZ$'000 17,071; Up 31.6%;
Previous Corresponding Full Year NZ$'000 12,975
OPERATING SURPLUS AFTER TAX BUT BEFORE MINORITY INTERESTS
Current Full Year NZ$'000 25,609; Up 38.4%;
Previous Corresponding Full Year NZ$'000 18,509
Less minority interests: Nil
Equity earnings: NZ$'000 512, Up 23.4% from NZ$'000 415 (included in Operating Revenue above).
OPERATING SURPLUS AFTER TAX ATTRIBUTABLE TO MEMBERS OF LISTED ISSUER:
Current Full Year NZ$'000 25,609, Up 38.4%;
Previous Corresponding Full Year NZ$'000 18,509.
Extraordinary items after tax attributable to Members of the Listed Issuer: Nil
OPERATING SURPLUS AND EXTRAORDINARY ITEMS AFTER TAX ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER:
Current Full Year NZ$'000 25,609 Up 38.4%;
Previous Corresponding Full Year NZ$'000 18,509.
Earnings per share: Current Full Year 25.8 cps; Previous Corresponding Full Year 18.8 cps.
Final Dividend: 16.7 cps
Record Date: 11 March 2005
Date Payable: 18 March 2005
Imputation tax credit on latest dividend: 8.2254 cps
Short details of any bonus or rights issue or other item(s) of importance not previously released to the market: Nil
Summary of commentary: - On behalf of the Board, I am pleased to report an excellent year. Sales broke through the $200 million mark for the first
time and the net surplus of $25.6 million was up 38 percent on last year, further increasing the compounding growth rate of more than 20 percent
that we have sustained since listing in 1987. The group achieved a 17.3% increase in revenue, 25.4% in EBITDA and 33.6% in EBIT for the year
and increased operating cash flows by $8.2 million to $52.6 million. Debt levels increased $18.3 million to $72.1 million but with a gearing ratio of
27.6% the balance sheet is still in a strong position to fund growth as required. On target in Australia - In Australia, we continued to focus on
strategic acquisitions, consolidating our current business and executing the significant initiatives begun last year. Our Australian management team
                                                                                                                                              Page 319

will continue to strengthen as our business in Australia grows. In Adelaide, we exercised our option to build a landfill, and opened the new landfill
and transfer station on 1 January 2005, on time, at a cost of $17.3 million. This is very satisfying given the pressures we were under. The timeframe
from option take-up to opening was just ten months. There's no doubt that Australia holds the greatest growth potential for us overall. The signs so
far are in line with the Board's expectations. Having said that, market conditions over the last year have been buoyant and Australia can be a tough
and at times unpredictable market, so the Board is conscious that while generally speaking things have gone to plan, this is certainly no time for
complacency and cool heads and solid strategies are vital. New Zealand performance strong - Our New Zealand business continues to perform
well, with profitability increasing across all business units. The upbeat economy has seen an increase in demand for our services, whilst at the same
time we have achieved a lift in landfill disposal prices in Auckland. We continued to bolster our position through the year with a number of
acquisitions. Indications are that market conditions should continue to be sympathetic to our plans. I am also pleased to report that construction of
the new Canterbury regional landfill is well advanced and we expect to see that site operating mid-year 2005. Good news on dividend levels - A
robust balance sheet is a feature of our company. The Board has chosen to operate with conservative gearing, and our current arrangements mean
we have the funding capacity needed to take advantage of acquisition opportunities. Investors have much to smile about from our performance this
year. In addition to the good results, our share price has continued to rise, reflecting market conditions, our growing earnings and confidence in our
strategies. The directors also believe that there are no significant matters, issues or circumstances on the horizon that look likely to affect operations
or the financial state of affairs beyond the normal dynamic changes of the marketplace. I am happy to report that we have decided to further
increase the dividend level. As a result, shareholders this year can look forward to a final dividend of 16.7 cents per share fully imputed, in addition
to the 9.9 cents per share paid at half year. This means a total payout for the year of 26.6 cents per share, a 68.4 percent increase on last year's
dividend payout. Looking ahead - There's still plenty to do, with a range of projects coming on-stream over the next year. New Zealand will see new
activity in investments such as Kate Valley, whilst in Australia we have just gone live with substantial projects that have been in development for
some time. The dividend decision reflects our belief that the business is doing well and will continue to do so. Current market conditions lead us to
anticipate continued growth for the company in 2005.
NZSX 50 PORTFOLIO INDEX FUND (NS)
NZSX 50 Portfolio Index Fund (NS) has provided an Appendix 7 relating to the Ports of Auckland Limited Interim Dividend. Amount per security:
$0.000117939. Record Date: 11/03/2005. Payment Date: 20/09/2005.
CAPITAL PROPERTIES NEW ZEALAND LIMITED
Capital Properties New Zealand Limited ("CNZ") advises that noteholders of 2005 Notes on the register on 25 February 2005 will be sent an Election
Notice outlining the new terms that will apply from 15 April 2005. Note holders will have the option to extend some or all of their 2005 Notes on new
terms offered or to have CNZ purchase for cash some or all of the 2005 Notes. The price paid on a purchase will be the principal amount of the
2005 Notes plus accrued interest. Note holders have until 29 March 2005 to advise their election. The new election date and interest rate to be
offered will be: New Election Date: 15 April 2010 New Interest Rate: 8% per annum. Note holders will no longer have an option to convert any of
their 2005 Notes into CNZ ordinary shares. Under the conditions of the 2005 Notes, CNZ has an overriding option to purchase for cash all or any
capital notes on an election date at a purchase price equal to the aggregate principal amount plus any accrued interest and unpaid interest on those
capital notes as at the date of payment of the purchase price. CNZ has determined that it would exercise its option to purchase all 2005 Notes
where conversion into ordinary shares was elected. CNZ and Perpetual Trust Limited (the trustee of the Notes) have agreed that, as CNZ would
exercise its option to purchase 2005 Notes in this way, the trust deed should be amended to remove the right of conversion for the 2005 Note
holders in relation to the 2005 Election Date. It follows that the Election Notice for the 15 April 2005 election date need not offer note holders the
option to choose conversion. Instead note holders can opt to extend their 2005 Notes on the New Terms or require CNZ to purchase all or some of
their 2005 Notes with the balance being extended on New Terms. CNZ may still exercise its overriding right to purchase for cash 2005 Notes that a
note holder has elected to extend on the New Terms. If CNZ exercises this right and purchases some but not all of the 2005 Notes that would
otherwise be extended on New Terms, it will purchase 2005 Notes from all holders of 2005 Notes who have elected or are deemed to have elected
extension on a pro-rata basis, except to the extent necessary to avoid the creation of holdings of 2010 Notes that are not a minimum of $5,000 and
thereafter multiples of $1,000 (i.e. there will be scaling and rounding). Important Dates: Election Record Date 25 February 2005 Opening Date for
Elections 28 February 2005 Closing Date for Elections 29 March 2005 Election Date (Allotment of 2010 Notes) 15 April 2005 Trading of 2005
Notes will cease at 5.00 pm on 25 February 2005. Trading of 2010 Notes will begin on 18 April 2005 under CNZ040.
IINET LIMITED
iiNet Limited (IIN) requests a trading halt pending the release of the completion of equity raising for the proposed acquisition of OzEmail Internet.
NEW ZEALAND EXCHANGE LIMITED (NZXR)/ IINET LIMITED
 Trading Halt of Securities - NZX Regulation advises that at the request of iiNet Limited ("IIN"), a trading halt has been placed on IIN securities,
pending the completion of equity raising for the proposed acquisition of OzEmail Internet. The halt will remain in place until close of business on
Thursday, 17 February 2005, unless notified earlier.
GPG FINANCE PLC
GPG Finance Limited has provided an Appendix 7 relating to the Interest payment on its Capital Notes -2003 (GFN020), ISIN: NZGFND0002S4.
Record Date: 04/03/2005 Payment Date: 15/03/2005
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Australia and New Zealand Banking Group Limited has provided a daily share buy-back notice to the Australian Stock Exchange (ASX) on 16
February 2005. Details include: Number of shares bought back on previous day- 35,000 Number of shares bought back before previous day-
3,734,920 Total consideration paid on previous day- A$742,000 Total consideration paid before previous day- A$76,370,183 Highest price paid
on previous day-$21.10 Lowest price paid on previous day-$21.10 Highest price allowed under rule 7.33-$22.31 Highest price paid before
                                                                                                                                            Page 320

previous day-$20.82 Date-11 January 2005 and 13 January 2005 Lowest price paid before previous day-$20.12 Date-24 January 2005 Full
details of the announcement have been provided to the New Zealand Stock Exchange
THE NZSX MIDCAP INDEX FUND (NS)
The Manager of the NZSX Mid Cap Index Fund - MIDZ advises that as at the close of business 15/2/05 a total of NIL units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 18,169,198 (nc). The NTA for each MIDZ unit at close of
business 15/2/05 was $2.52818.
A2 CORPORATION LIMITED
A2 Corporation Limited has provided an Appendix 7 in relation to a consolidation of ordinary shares. Existing share capital will be consolidated to
50,362,500 ordinary fully paid shares (ISIN: NZATME0002S8) on a 1 for 5 basis. Fractions will be rounded up. Record date is 2 March 2005
THE NZX AUSTRALIAN MIDCAP INDEX FUND (NS)
The Manager of the NZX Australian Mid Cap Index Fund advises that as at close of business on 15/2/05 a total of Nil units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 8,721,445. (nc) The NTA for each MOZY unit at close of
business (Sydney) 15/2/05 was $4.5080
AUSTRALIAN 20 LEADERS INDEX FUND (NS)
The Manager of the Australian 20 Leaders Index Fund - OZY advises that as at the close of business 15/2/05 a total of nil units had been
allotted/redeemed since the previous notice. The total number of units on issue on that day was 40,612,428. (nc) The NTA for each OZY unit at
close of business (Sydney) 15/2/05 was $2.4357
WESTPAC BANKING CORPORATION
The following number of fully paid ordinary shares have been/will be allotted pursuant to the exercise of options under the Westpac's Senior Officers'
Share Purchase Scheme, the General Management Share Option Plan, Westpac Performance Plan and/or Chief Executive Share Agreement:
Number            Exercise Price        Allotment Date                Ranking
1,592             Nil                   16 February 2005              Rank equally
          1,592
Paid up and quoted capital: 1,796,272,011 fully paid ordinary shares.
NEW ZEALAND EXCHANGE LIMITED (NZXR) / TELECOM NEW ZEALAND LIMITED
Waiver from Listing Rule 7.6.1
This decision was made by NZXR on 8 November 2004, NZXR agreed to keep this decision confidential until the transaction that the waiver related
to was completed and announced. The transaction has now been announced. Accordingly NZXR is now publishing the 8 November 2004 decision.
Background
1 Telecom New Zealand Finance Limited ("TFL"), a wholly owned subsidiary of TEL has on issue a convertible note of a principal amount of NZ$
300,000,000 ("Note"). The Note is not quoted on any of NZX's markets or any other recognised exchange.
2 The relevant terms of the Note are:
a. The note pays a fixed rate of interest and offers no rights to participate in TEL, including as to voting rights or dividends, prior to conversion;
b. The holder of the Note can elect convert the Note to TEL ordinary shares at any time.
c. TFL is entitled to redeem the Note at any time after 17 May 2004 if the market price of TEL's ordinary shares exceeds NZ$10.76. The market
price of TEL's has not reached this level.
d. The notes mature on 17 May 2008 at which date TFL must either redeem the note in cash or convert it into TEL ordinary shares.
e. The conversion is effected at a fixed rate, set out in the notes and can be readjusted only if circumstances occur that may materially dilute or
otherwise adversely affect the holders conversion rights. Where these circumstances arise the conversion rate is adjusted in accordance with a
formula set out in the Note. One such adjustment has occurred during the term of the Note.
3 Issue of the Note was not approved by a resolution of the ordinary shareholders of TEL as the issue was within the 15% limit contained in Listing
Rule 7.3.5.
4 TEL has sought and obtained from NZXR on a waiver from Listing Rule 7.6.1 (being the requirement to obtain shareholder approval) in relation to
a transaction involving the repurchase and cancellation of the Note by TFL.
5 TEL has now advised that TFL proposes to repurchase 50% of the note at this time. It is proposed that this transaction take place on or about 12
November 2004. TFL proposes to repurchase the balance of the note at a later date, which it has not specified.
6 As a condition to the original waiver NZXR also required that the Note holder not be a related party of TNZ for the purposes of Listing Rule 9.2.
Rulings Sought
7 TNZ seeks a ruling that the waiver it has obtained from Listing Rule 7.6.1 (being the requirement to obtain shareholder approval of the repurchase
in accordance with Listing Rule 7.6.6) is unaffected by the variation to the proposal, involving a partial or progressive repurchase of the Note.
8 TNZ also seek a ruling clarifying the conditions to the waiver to the effect that the condition does not apply to the extent that the exception
contained in Listing Rule 9.2.4(b) applies to the repurchase.
Applicable Listing Rules
9 Listing Rule 1.1.2 defines an equity security as: ""Equity Security" means a Security:
(a) which confers a present or future right to participate in the assets of an Issuer after payment of claims payable under section 313(1) of the
Companies Act 1993 or, in the case of an Issuer that is not a company, after paying preferential or other creditors; or
(b) which confers a present or future right to participate in the income or profits of an Issuer; or
(c) which carries, or will in future carry, a Vote, or a right to participate in the ultimate control of an Issuer; or
                                                                                                                                                Page 321

(d) which may be Converted into a Security of the nature referred to in (a) to (c) without:
(i) the agreement of the holder; or
(ii) approval of the precise terms and conditions of issue of the Security of the nature referred to in (a) to (c) on Conversion in accordance with Rule
7.3.1.; and includes any other Security which NZX in its sole discretion declares by a Ruling to be an Equity Security but does not include any
Security that NZX in its sole discretion declares by a Ruling not to be an Equity Security."
10Listing Rule 1.1.5 provides that:
"1.1.5 Whole Group Subject to Rules: Reference to an Issuer in the Rules shall, as the context permits, extend to include all members (other than
another Listed entity or a Subsidiary thereof) of any group of companies and/or other entities of which the Issuer is the holding company, or in which
the Issuer otherwise has a controlling interest, to the extent that such extension is necessary to ensure that the object of the Rules is not frustrated
or avoided by reason of the separate legal personality of members of the group. In relation to the disclosure of information for this purpose the
group includes any Associated Persons of the Issuer of which the Issuer has control in law or in fact, other than any such Associated Person which
is another Listed entity or a Subsidiary thereof. Assessment of the materiality of any information in relation to such group shall be treated as if the
group constituted one business."
11 Listing Rule 7.6.1 (d) provides that: "7.6.1 Prohibition on Acquisition: Subject to Rule 7.6.2, an Issuer shall not acquire Equity Securities of that
Issuer unless the acquisition is: ...
(d) approved in accordance with Rule 7.6.6".
12 Listing Rule 7.6.6 provides that: "7.6.6 Acquisition, Redemption or Assistance With Approval of Holders : An Issuer may acquire Equity
Securities under Rule 7.6.1(d) or redeem Equity Securities under Rule 7.6.3(e), or give financial assistance under Rule 7.6.4(b), if the precise terms
and conditions of the specific proposal (the "Proposal") to acquire or redeem those Equity Securities, or of the giving of that financial assistance,
have been approved by separate resolutions (passed by a simple majority of Votes) of members of each separate group of each Class of Quoted
Equity Securities of the Issuer whose rights or entitlements are materially affected in a similar way by the Proposal. Any such acquisition shall be
completed within 12 months, and redemption or financial assistance completed or given within six months, after the passing of the relevant
resolutions."
13 Listing Rule 9.2.4 provides that: "9.2.4 Exception: Rule 9.2.1 shall not apply to:
(b) the issue, acquisition or redemption by an Issuer of Securities of that Issuer, or the giving by an Issuer of financial assistance for the purposes of,
or in connection with, the purchase of Securities, or the payment of a distribution to holders of Securities, if all holders of Securities of the Class in
question are treated in the same way, so that each such holder has an opportunity to receive the same benefit in respect of each Security held by
that holder. For the purposes of this paragraph, the transfer, by an Issuer which is a company registered under the Companies Act 1993, of shares
held by that company in itself, shall be deemed to constitute an issue of Securities; or"
Decision
14 On the basis that the information provided to NZXR is complete and accurate in all material respects NZXR grants a ruling that:
a. The original waiver that Listing Rule 7.6.1 not apply to repurchase of the Note applies to the partial redemption of 50% of the Note;
b. The original waiver that Listing Rule 7.6.1 not apply to repurchase of the Note applies to the subsequent repurchase of all or any part of the Note,
subject to the condition that there has been no change in ownership of the Note subsequent to the completion of the initial repurchase;
c. The condition attaching to the original waiver that Listing Rule 7.6.1 not apply to repurchase of the Note in relation to the holder not being a
related party for the purposes of Listing Rule 9.2, does not apply to the extent that the exception contained in Listing Rule 9.2.4(b) applies to the
repurchase.
15 NZXR reiterates that the waiver confirmed by this ruling remains subject to the condition that:
a. The holder of the Note is not a related party for the purposes of Listing Rule 9.2, unless the exception contained in Listing Rule 9.2.4(b) applies to
the repurchase.
b. Prior to completion of each repurchase, the applicant provide to NZXR a certificate from the directors of TEL certifying that in their opinion, having
regard to the fact that the note may be repaid on maturity by allotment of equity securities at a fixed price, the consideration payable for that
purchase of the Note is fair and reasonable to the shareholders of TEL.
c. The each portion of the Note repurchased is cancelled immediately on completion of its purchase.
d. NZX's understanding of the relevant facts (as set out above) is accurate.
Reasons
16 In coming to this decision NZXR considered the following:
a. The rationale for granting the original waiver is equally applicable to a partial redemption.
b. However there is a concern that, to the extent that the waiver extends to the second tranch of the redemption, there is a possibility that an
intermediate purchaser of the Note may be unfairly prejudiced or advantaged. NZXR was of the view that this concern could be addressed by
making the ruling subject to the condition that, to the extent that the waiver applies to any subsequent re-purchase it is conditional on the Note not
having being transferred or assigned (in whole or in part) subsequent to completion of the initial repurchase (see paragraph 14 c).
c. In relation to the condition regarding related persons, the intention of the condition was to assure that the waiver could not be interpreted as
removing any necessity to comply with listing rule 9.2 if this was applicable. The exception contained in listing rule 9.2.4(b) should accordingly be
applicable to that condition.
Publication and Confidentiality
17 An application for this decision to remain confidential until the transaction has been completed was made by TEL. On the basis that prior
disclosure may adversely affect Telecom Finance Limited's ability to negotiate purchase of the Note, NZXR has determined that both the application
and the resulting waiver remain confidential until completion of the transaction.
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED
APPENDIX 4D STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2004 RESULTS FOR ANNOUNCEMENT TO THE MARKET
The reporting period is the half-year ended 31 December 2004 with the previous corresponding period being the half-year ended 31 December
2003. Results for announcement to the market Revenue from ordinary activities was $82.3 million, 23.6% up from the previous corresponding
                                                                                                                                              Page 322

period. Profit from ordinary activities after tax was $75.8 million, 27.9% up from the previous corresponding period. Net profit attributable to
members was $75.8 million, 27.9% up from the previous corresponding period. The final dividend for the 2004 financial year was 8.75 cents per
share, and it was paid to shareholders on 19 August 2004. The interim dividend is 6 cents per share, fully franked. It will be paid on 18 March 2005
to ordinary shareholders on the register on 1 March 2005. The Company operates a Dividend Reinvestment Plan under which shareholders may
elect to have all or part of their dividend payment reinvested in new ordinary shares. Pricing of the new DRP shares is based on the average selling
price of shares traded on the Australian Stock Exchange in the five days from the day the shares begin trading on an ex-dividend basis. The last day
for the receipt of an election notice for participation in the plan is 1 March 2005. Net asset backing as at 31 December 2004 was $3.93 (before
allowing for the interim dividend), up from $3.28 (before allowing for the interim dividend) at the end of the previous corresponding period. Total
portfolio return during the half (measured by change in net asset backing per share plus dividend) was an increase of 15.8% after tax and
management fees. PROFIT UP, DIVIDEND UP AS MARKET MOMENTUM CONTINUES Australian Foundation Investment Company announced
today its financial results for the half year to 31 December 2004 with profit up 27.9% to $75.8 million, compared with last year's interim profit of $59.3
million. The Company has declared a higher interim fully franked dividend of 6.0 cents per share, an increase of 0.5 cents on last year's interim
dividend of 5.5 cents per share. It should be noted that last year's interim dividend also included a 1 cent special dividend The Chairman, Mr Bruce
Teele commented, "A major feature of the result was the significant increase in the flow of dividends we received from the companies in which we
invest which were up 26.1%. Whilst we also took a more cautious approach in the trading account, profit was up $1.8 million, or 34.3%, of which
$0.8 million was from the receipt of dividends. Included in the result, were $4.6 million of special distributions/dividends, the major components being
$2.1 million from Macquarie Infrastructure Group and $1.0 million from Perpetual Trustees. Equity markets have continued their strong gains, these
were particularly evident in the wider resources and industrial sectors. The small to mid cap sector has continued its remarkable performance with
the combined accumulation index growing 25.8% in the first half versus accumulated growth in the top 50 stocks over the same period of 15.0%. As
a long term investor that looks for underlying value we were pleased with AFIC's portfolio performance over the six month period. Portfolio growth as
measured by the change in net asset backing plus dividends was 15.8%. For most part, earnings have been enjoying strong growth and companies
have also Been active in their capital management initiatives all of which have supported the valuations evident in the general market. There also
appears to be no shortage of liquidity for new issues or the funding of merger and acquisition activity. History would suggest that at such times it is
not uncommon for the issue of risk to be less important in the minds of investors. We think the market is looking somewhat fully priced on a value
basis. We will be watching with interest the strength of corporate earnings and the direction of margins over the next twelve months, particularly
those more reliant on discretionary spending from consumers. The Company is in a strong financial position with a sound track record of long term
performance and is in a position to take advantage of investment opportunities when they arise". Mr Teele also added, "a noticeable outcome of
such buoyant markets is that listed investment companies in general tend to trade at discounts to their net asset backing when equity markets grow
strongly and investors are willing to take on greater risk in their equity portfolios. AFIC's share price of $3.80 is trading currently at a discount of
around 5% to its pre capital gains tax net asset backing of $3.99 cents as at 31 January 2005. Another key point about the Company's performance
is that the management expense ratio stands at 0.13%pa, net of recovered expenses from the other listed investment companies to which we
provide services. This is an extremely competitive management expense ratio for investors seeking exposure to a diversified portfolio of Australian
equities with long term above market returns. With choice associated with superannuation funds coming into force this year investors, particularly
those with DIY super funds, might well view AFIC as part of the range of available investment alternatives". SUMMARY OF RESULTS Profit after
tax was $75.8 million (last year $59.3), up 27.9%. Earnings per share were 8.4 cents, an increase of 19.3% over 7.01 cents last year. A fully franked
interim dividend of 6.0 cents per share will be paid on 18 March 2005 The underlying dividend increase is 1.5 cents per share or 33% as last years
interim dividend included a one cent special dividend. Total portfolio return during the half (measured by change in net asset backing per share plus
dividend) was an increase of 15.8% after tax and management fees. The S&P/ASX 200 Accumulation Index increased by 17.2%. Net asset backing
at 31 December 2004 was $3.93 (before allowing for the 6.0 cent interim dividend). At 31 January 2005 the net asset backing was $3.99 also before
allowing for the interim dividend. Management expense ratio on an annualised basis was 0.13% (net of administration fees recovered from other
Investment Companies) Total portfolio (including cash and bank bills) at 31 December 2004 was $3.57 billion. 1 Diluted earnings per share adjusted
for the new ordinary shares issued in the 1 for 8 rights issue of October 2003. Profit Performance and Dividends - A very strong result was achieved
for the 6 months to 31 December 2004 with reported profit up by 27.9% to $75.8 million and earnings per share increasing by over 19.3% compared
with last year's corresponding period. The primary contributor to the strong rise in profit was the significant increase in dividends received in the
investment portfolio, up $15.4 million to $70.5 million, reflecting increased distributions from a number of companies in the portfolio as well as the
further investment of cash into equities during the past 12 months. Income from the trading portfolio was also up $1.8 million to $7.1 million. Included
in the result were special distributions/dividends from Macquarie Infrastructure Group of $2.1 million and $1.0 million from Perpetual Trustees.
Directors have declared an interim dividend of 6.0 cents per share fully franked, payable on 18 March 2004. Comments on the Market and
Investment Approach - The S&P/ASX 200 Accumulation Index enjoyed a very strong half, growing 17.2% over the six months to 31 December 2004.
Companies outside of the top 50 by market capitalisation enjoyed significant growth with the S&P/ASX Mid 50s Accumulation Index up 30.5% and
the Small Ordinaries Accumulation Index up 21.0%. Over the same period the S&P/ASX 50. Leaders Accumulation Index grew 15.0% - AFIC's
portfolio performance over this six month period as measured by growth in net asset backing plus dividends paid was 15.8%. AFIC's holdings in
banks had the major impact on this relative performance as the S&P/ASX 200 Banks Accumulation Index only experienced an increase of 7.6%
during the period. In this context however, the banking sector continues to provide for strong fully franked dividend yields, a key element of AFIC's
return profile and as a long term investor the Company is comfortable with its marginally overweight index weighting in this sector. In regard to
AFIC's medium to long-term goals the relative portfolio performance returns2 have been: 1 year 3 year 5 year 10 year AFIC's Net Asset Backing
(pre capital gains) 24.7% 11.7% 12.2% 14.8% S&P/ASX 200 Accumulation Index 28.0% 10.2% 9.5% 12.3% It should be noted Accumulation
Index returns for the market, against which we compare AFIC's relative performance, do not include the negative impact of expenses and tax on
their performance. Further, any performance comparison makes no allowance for the fact that AFIC's dividend is fully franked whereas the
cumulative dividend yield of the stocks in the index is only partially franked. From time to time the Company is also able to pass through to
shareholders a tax deduction (an LIC capital gains amount) in respect of capital gains arising from the sale of investments held for more than one
year to put them in the similar position as if they held the shares directly. This benefit is also not reflected in the performance figures. 2 Annualised
to 31 December 2004 Trading Portfolio - The trading portfolio including dividends, option premium and profits on sale of securities provided for a
positive return of $7.1 million for the six months to 31 December 2004 well ahead of last years relative contribution of $5.3 million. Half of this
                                                                                                                                            Page 323

increase was from fully franked dividends received in this account. The Board's general policy towards its trading portfolio is that it does not exceed
10% of the total portfolio. Over the period, the trading portfolio averaged 5.4% of the Company's total portfolio. This position had reduced to 4.7% by
year end reflecting the Company's caution about current market valuations. Investment Portfolio - During the past twelve months we have been
increasing our exposure to the resource sector through companies such as BHP Billiton and Rio Tinto and at the same time taking advantage of
some price weakness in other companies with strong underlying businesses such as the Commonwealth Bank and Telstra which we believe provide
good long term return prospects. As a result, AFIC is nearly fully invested but has access to lines of credit of up to $200 million as other appropriate
opportunities to invest arise. The value of the Investment Portfolio increased $405.5 million during the six month period compared with a rise of
$145.9 million during the corresponding six month period last year. The key positive contributors to AFIC's performance in the December half were
Wesfarmers, BHP Billiton, Westpac Banking Corporation, Woolworths and Toll Holdings. Major acquisitions to 31 December 2004 included $32.4
million in the Commonwealth Bank, $28.0 million in Telstra, $20.6 million in Westpac Banking Corporation, $20.1 million in BHP Billiton, and $12.2
million in Bradken. During the period under review AFIC disposed of $10.1 million in National Australia Bank Income securities as the Board took the
view that better return opportunities existed elsewhere. As at 31 December 2004 the value of the Company's investment and trading portfolios at
market value, including cash, was $3.57 billion. Capital Changes - As a result of the reinvestment of dividends through the Dividend Reinvestment
Plan 5.91 million new shares were issued at a price of $3.29, raising $19.4 million of additional capital. Outlook - The strength of corporate
earnings, the positive market for commodity prices on the back of the strength in Chinese demand and the relatively benign interest rate
environment has fuelled a strong performance in the Australian equity market. Similarly, positive sentiment about the prospects for economic
conditions elsewhere in Asia and the United States has continued to provide encouragement to global equity markets. In Australia the continuation
of these conditions is very much dependent on maintenance of expected corporate earnings growth and the outlook for inflation and interest rates. In
particular, the unchanged interest rate environment has been underpinned by the orderly response of the housing market to previous rises, slowing
consumer demand and inflation expectations sitting with the Reserve Bank's target range. However, any sign of the emergence of inflation through
pressures in the wages in a very robust employment market or other higher costs may cause concern for the Reserve Bank and elicit policy
responses. Also of importance, is the sustainability of the global economic recovery, which remains very dependent on the United States. Whilst it
appears the US economy is poised for ongoing growth the structural impacts of the US twin trade and budget deficits on the global economy remain
unclear. Any significant depreciation of the US dollar tied to the unwillingness of global markets to continue to fund these deficits may have severe
implications for US interest rates and expected global growth outcomes. We are guarded about the market at this point given current valuations and
robust earnings expectations, particularly in the small to mid cap sector which has enjoyed a spectacular run over the past 2 years. Whilst the
longer-term trend for the resources sector appears to remain positive and immediate term growth outlook remains sound for the Australian economy,
upward pressure on costs appear to be recently emerging. Whilst we do not expect these trends to have an immediate impact on company earnings,
in the upcoming reporting season we will be watching these results with some interest. In particular the outlook comments for companies should give
some interesting insights as to earnings expectations for the upcoming 12 months. The expectations are for the current positive conditions to
continue. However markets are inherently unpredictable and sudden changes can occur in sentiment, reality or both. Such changes can also provide
opportunities for long term investors like AFIC. We are financially strong and well placed to respond. A full copy of the release can be requested
from lcr@nzx.com
NEW ZEALAND OIL AND GAS LIMITED
ISSUE OF SECURITIES Announcement in terms of listing rule 7.12.1
The New Zealand Stock Exchange is advised of an issue of securities as follows;
(a)Class of Security - Ordinary Shares (NOG)
(b)Number issued - 150,000
(c)The nominal value and issue price - NZ$0.60 (no nominal value.)
(d)Payment was in cash.
(e)N/a.
(f)The percentage of the total class of securities issued - less than 0.1%
(g)The reason for issue - exercise of unlisted options.
(h)The specific authority for the issue - Directors Resolution
(i)N/a
(j)Total number of listed securities in existence after the issue - 71,882,738 Options (2005) & 128,531,831 Ordinary Shares.
(k)N/a
(l)Date of issue - 16 February 2005.
CONTACT ENERGY LIMITED
Contact Energy Limited today declared the results of the following resolutions, in each case on a poll, at its Annual Meeting of shareholders on 15
February 2005. Total Contact Energy Limited voting shares on issue is 576,633,982. KPMG, the scrutineer of the polls, has confirmed these results.
The Board has also determined, in accordance with Listing Rule 3.3.1A, that Phillip Pryke, John Milne and Tim Saunders are independent directors.
RESOLUTION 1 To authorise the directors to fix the auditor's remuneration Number of shares voted for: 403,609,595 Number of shares voted
against: 116,300 Total number of votes: 403,725,895 % of voted shares for: 99.97% % of voted shares against: 0.03% RESOLUTION PASSED
RESOLUTION 2 To elect Grant King as a director Number of shares voted for: 402,436,212 Number of shares voted against: 1,013,838 Total
number of votes: 403,450,050 % of voted shares for: 99.75% % of voted shares against: 0.25% RESOLUTION PASSED
RESOLUTION 3 To elect Bruce Beeren as a director Number of shares voted for: 402,431,205 Number of shares voted against: 1,007,995 Total
number of votes: 403,439,200 % of voted shares for: 99.75% % of voted shares against: 0.25% RESOLUTION PASSED
RESOLUTION 4 To elect Karen Moses as a director Number of shares voted for: 402,471,234 Number of shares voted against: 1,082,121 Total
number of votes: 403,553,355 % of voted shares for: 99.73% % of voted shares against: 0.27% RESOLUTION PASSED
RESOLUTION 5 To re-elect Tim Saunders as a director Number of shares voted for: 403,425,762 Number of shares voted against: 392,724 Total
number of votes: 403,818,486 % of voted shares for: 99.90% % of voted shares against: 0.10% RESOLUTION PASSED
                                                                                                                                              Page 324

RESOLUTION 6 To adopt a new constitution (by special resolution) Number of shares voted for: 380,807,678 Number of shares voted against:
22,913,139 Total number of votes: 403,720,817 % of voted shares for: 94.32% % of voted shares against: 5.68% RESOLUTION PASSED
RESOLUTION 7 To approve a shareholder proposal relating to political donations Number of shares voted for: 46,911,190 Number of shares
voted against: 356,720,943 Total number of votes: 403,632,133 % of voted shares for: 11.62% % of voted shares against: 88.38% RESOLUTION
LOST
RESOLUTION 8 To approve a shareholder proposal relating to the disclosure of donations, sponsorships and similar distributions in Contact's
annual report Number of shares voted for: 37,142,691 Number of shares voted against: 366,505,701 Total number of votes: 403,648,392 % of
voted shares for: 9.20% % of voted shares against: 90.80% RESOLUTION LOST
FONTERRA CO-OPERATIVE GROUP LIMITED
Fonterra Co-operative Group has announced a 20 cent increase in forecast payout for 2004/05 to $4.50 per kg of milk solids. Chairman Henry van
der Heyden said the increase reflects continued strong market demand, supporting record high commodity prices. "We've now contracted with our
customers a much higher proportion of our sales for this season, compared to when we last revised forecast payout in December. We're more
confident now about our full-season earnings - hence this revision." Mr van der Heyden still expects payout for 2005/06 to be lower than 2004/05.
"We've been cautioning shareholders for some time to expect a lower payout for next season. Our reasons for caution haven't changed. "Commodity
prices are at record levels, but they can't remain there indefinitely. Also, despite our foreign exchange hedging policy, our hedged conversion rate
against the US dollar will be lower, which will hit our NZ-dollar earnings harder than this season."
The higher advance rate will take effect from March 2005.
Month                Payout Forecast                 Advance Rate
June 04              $3.85 kg/MS                     $2.70 July 04 - October 04
                                                     $2.80 Nov 04 - February 05
October 04           $4.05 kg/MS                     $2.90 Nov 04 - February 05
December 04          $4.30 kg/MS                     $3.00 January 05 - February 05
February 05          $4.50 kg/MS                     $3.00 January 05 - February 05
                                                     $3.35 March 05
                                                     $3.55 April 05
AMP INVESTMENTS' WORLD INDEX FUND (NS)
No. of units on issue as at close 16-February-05 :352,498,329
Net Asset Value as at close 16-February-05: 1.14287
FONTERRA CO-OPERATIVE GROUP LIMITED
Fonterra Co-operative Group Limited has provided a copy of its Half Year Report for the six months ended 30 November 2004.
GOODMAN FINANCE LIMITED
Goodman Finance Limited has provided a copy of its Interim Report for the six months ended 31 December 2004.
BAYCORP ADVANTAGE LIMITED
New issue announcement,application for quotation of additional securities Name of entity Baycorp Advantage Limited ABN 29 080 662 568
We (the entity) give ASX the following information.
Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be issued Share Awards under the Baycorp Advantage Executive Performance Share Plan
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 273,408
Appendix 3B
New issue announcement + See chapter 19 for defined terms. appendix 3b 16.2.05 Appendix 3B Page 2
3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for
payment; if +convertible securities, the conversion price and dates for conversion)          The Share Awards will be subject to performance criteria
which must be satisfied or the Share Awards will lapse (except in certain limited circumstances set out in the rules of the Plan (Plan Rules)). The
performance criteria for all Share Awards to be issued to the eligible executives will be the same as the performance criteria for the Share Awards to
be issued to Andrew Want. These performance criteria were set out in the notice of meeting for the 2004 annual general meeting of BCA. If the
performance criteria applying to an executive's Share Awards are met, the Share Awards will be deemed to be exercised, and one Share will be held
on trust for that executive for each Share Award that is deemed to be exercised.
Appendix 3B
New issue announcement + See chapter 19 for defined terms. 4 Do the +securities rank equally in all respects from the date of allotment with
an existing +class of quoted +securities? If the additional securities do not rank equally, please state: o the date from which they do o the extent to
which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
o the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment No. Share Awards are
not quoted securities. Shares allotted on the exercise of Share Awards will rank equally in all respects with existing ordinary shares.
5 Issue price or consideration None
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
Issue of Share Awards under the Baycorp
Advantage Executive Performance Share Plan
7 Dates of entering +securities into uncertificated holdings or despatch of certificates 10 February 2005 Number +Class
8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 228,101,183 Ordinary Shares
                                                                                                                                           Page 325

NEW ZEALAND EXCHANGE LIMITED (NZXR)/ SMITHS CITY GROUP LIMITED
Waiver from Listing Rule 3.3.1(c)
Background
1. We are informed that at the present time the board of SCY consists of 2 directors who have been identified and confirmed as Independent
Directors pursuant to NZSX Listing Rule 3.3.1A.
2. Pursuant to Listing Rule 3.3.1(c), SCY is required to have at least 2 directors who are Independent Directors.
3. We are informed that one of the Independent Directors of SCY will tender a resignation in the very near future because of personal reasons
unrelated to the directorship.
Application
5. Given the above, SCY has requested a waiver from the requirement of Listing Rule 3.3.1(c) for its board to include a minimum of two independent
directors for a board of less than eight members.
6. As a consequence of SCY's request for a waiver from Listing Rule 3.3.1(c), SCY has also requested a waiver from the requirements of Listing
Rule 3.6.2(c) which provides that an issuer's audit committee shall have a majority of independent directors.
7. SCY requested that this waiver be granted from Listing Rules 3.3.1(c) and 3.6.2(c) for a limited period to allow the SCY to appoint an Independent
Director.
8. SCY has requested that the waiver be in effect for four months on the basis that this time will allow SCY to reach a stage where it will have
audited annual accounts substantially completed for the year ended 30 April 2005. SCY submit that they would expect any prospective new director
would prefer to see accounts which are less than 7 weeks old before making a decision rather than use accounts which are 13 months old.
Listing Rules 3.3.1(c) and 3.6.2(c)
9. Listing Rule 3.3.1(c) provides that: "Board Composition: The composition of the Board shall include the following:
(c) the minimum number of Independent Directors shall be two or, if there are eight or more Directors, three or one-third (rounded down to the
nearest whole number of Directors) of the total number of Directors, whichever is the greater."
10. Listing Rule 3.6.2(c) provides that: "Composition of an Issuer's Audit Committee: The Audit Committee shall:
(c) have a majority of members that are Independent Directors;"
Decision
11. NZXR has considered SCY's application for a wavier from Listing Rules 3.3.1(c) and 3.6.2(c) and on the basis that the information contained in
SCY's application is complete and accurate NZXR grants, subject to paragraph 12 of this decision, SCY a temporary waiver from Listing Rules
3.3.1(c) and 3.6.2(c) to allow:
(a) the SCY board to comprise of one independent director instead of two as required by Listing Rule 3.3.1(c); and
(b) SCY's audit committee to have one independent director instead of a majority of independent directors as required by Listing Rule 3.6.2(c).
12. The temporary waivers granted to SCY from Listing Rules 3.3.1(c) and 3.6.2(c) as outlined in paragraph 11 above will expire at the earlier of:
(a) the appointment of a replacement Independent Director; or
(b) four months from the date of the granting of these waivers from Listing Rules 3.3.1(c) and 3.6.2(c), being [16 May 2005].
Reasons
13. In reaching this decision NZXR considered and accepted the following points in support of SCY's application:
(a) The waivers from Listing Rules 3.3.1(c) and 3.6.2(c) are only temporary and will fall away once either a replacement Independent Director is
appointed by the SCY board or after four months from the date of this decision.
(b) NZXR considers there is merit in SYC's submission that it would assist appointment of an Independent Director if SCY can provide accounts
which are less than 7 weeks old (verses accounts which are 13 months old).
(c) NZXR has established precedents for allowing temporary waivers from Listing Rules 3.3.1(c) and 3.6.2(c).
                                                       THURSDAY, 17 FEBRUARY 2005
WESTPAC BANKING CORPORATION
Westpac Banking Corporation, as issuer of self-funding instalments over securities in Leighton Holdings Limited, (ASX Codes LEISWA), advises
that the record date for the entitlement to AUD $0.20, for holders of LEISWA will be 18 March 2005. This date is the record date for the distribution
payable on securities in Leighton Holdings Limited. The LEISWA self-funding instalments will commence trading ex-distribution on 11 March 2005,
which is the same date that the securities in Leighton Holdings Limited are ex-distribution. As detailed in the Product Disclosure Statement dated 16
February 2004, the instalment holder directs that the distribution be applied to reduce the Completion Payment. In addition Westpac will further
reduce the Completion Payment by a refund of interest that relates to the distribution. The new Completion Payment will become effective from the
ex-distribution date, which is 11 March 2005.
Details of the change in the Completion Payment :
ASX Code             Previous Completion Payment             Distribution applicable for Completion Payment reduction InterestRefund         New
Completion Payment
LEISWA $4.2369 $0.2000 $0.0047 $4.0322
WESTPAC BANKING CORPORATION
Re: Westpac Self-Funding Instalments over Woodside Petroleum Limited (WPLSWA) Westpac Banking Corporation, as issuer of self-funding
instalments over securities in Woodside Petroleum Limited, (ASX Codes WPLSWA), advises that the record date for the entitlement to AUD $0.32,
for holders of WPLSWA will be 3 March 2005. This date is the record date for the distribution payable on securities in Woodside Petroleum Limited.
The WPLSWA self-funding instalments will commence trading ex-distribution on 25 February 2005, which is the same date that the securities in
Woodside Petroleum Limited are ex-distribution. As detailed in the Product Disclosure Statement dated 16 February 2004, the instalment holder
directs that the distribution be applied to reduce the Completion Payment. In addition Westpac will further reduce the Completion Payment by a
                                                                                                                                           Page 326

refund of interest that relates to the distribution. The new Completion Payment will become effective from the ex-distribution date, which is 25
February 2005.
Details of the change in the Completion Payment :
ASX Code Previous Completion Payment Distribution applicable for Completion Payment reduction InterestRefund New Completion Payment
WPLSWA $8.0527 $0.3200 $0.0084 $7.7243
WESTPAC BANKING CORPORATION
Re: Westpac Instalments over Woodside Petroleum Limited (WPLIWF, WPLIWG, WPLIWH, WPLIWK AND WPLIWL)
Westpac Banking Corporation, as issuer of instalment warrants over shares Woodside Petroleum Limited, (ASX Codes WPLIWF, WPLIWG,
WPLIWH, WPLIWK AND WPLIWL), advises that the record date for the entitlement to AUD $0.32, for holders of WPLIWF, WPLIWG, WPLIWH,
WPLIWK AND WPLIWL will be 3 March 2005. This date is the record date for the dividend payable on the ordinary shares in Woodside Petroleum
Limited. The WPLIWF, WPLIWG, WPLIWH, WPLIWK AND WPLIWL instalment warrants will commence trading ex-distribution on 25 February
2005, which is the same date that the ordinary shares in Woodside Petroleum Limited are ex-dividend. The dividend will be paid to WPLIWF,
WPLIWG, WPLIWH, WPLIWK AND WPLIWL instalment holders as soon as practicably possible following payment by the Listed Entity to the
Trustee. In any event, it is anticipated that the instalment dividend will be paid to holders no later than 1 business day after the Listed Entity's
dividend payment date of 23 March 2005.\
FOREIGN & COLONIAL INVESTMENT TRUST PLC
PURCHASE OF OWN SHARES
1) Date of purchase: 16 February 2005
2) Number of Ordinary Shares purchased: 574,863
3) Highest and lowest price paid per share (excluding expenses): 203.5318p
4) The issued share capital of the Company following this buy-back will be: Ordinary Shares - 905,111,031
5) Name and telephone number of contact for queries: Mr H.N. Potter 020 7770 5183
6) Name of authorised Company official responsible for this notification: Mr H.N. Potter For and on behalf of F&C Management Limited, Secretary
7) Date of notification 16 February 2005
THE BANKERS INVESTMENT TRUST PLC
Market Purchase of Company's Own Shares Notification is given that pursuant to the authority granted at the Annual General Meeting of the
Company held on 20 February 2004 to make market purchases of the Company's own shares of 25p, a market purchase of 75,000 ordinary shares
in the capital of the Company was made today at a price of 292.4667p per share. Following this purchase and cancellation there are 122,722,940
shares in issue.
NEW ZEALAND EXCHANGE LIMITED (NZXR) /AMP LIMITED
Ttrading Halt of Securities
NZX Regulation advises that at the request of AMP Limited ("AMP"), a trading halt will be placed on AMP securities effective immediately. The halt
will remain in place until after the release of AMP's Appendix 4E - Preliminary Final Report for the year ended 31 December 2004 which will be
made to the ASX and NZX on Thursday, 17 February 2005 at approximately 10.30am.
HENDERSON TR PACIFIC INVESTMENT TRUST PLC
As at close of business on 15 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 93.7p.
THE BANKERS INVESTMENT TRUST PLC
Bankers Investment Trust Plc Monthly Fact Sheet. A copy of this can be requested from Listed Company Relations by emailing lcr@nzx.com.
HENDERSON FAR EAST INCOME TRUST PLC
As at close of business on 15 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 201.8p.
THE CITY OF LONDON INVESTMENT TRUST PLC
As at close of business on 15 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 252.4p and the net asset value per share including debt marked at fair value was 244.1p.
HENDERSON FAR EAST INCOME TRUST PLC
Henderson Far East Income Monthly Fact Sheet A copy of this can be requested from Listed Company Relations by emailing lcr@nzx.com.
THE BANKERS INVESTMENT TRUST PLC
As at close of business on 15 February 2005, the unaudited net asset value per share calculated in accordance with the AITC formula (excluding
current financial year revenue items) was 338.7p and the net asset value per share including debt marked at fair value was 332.0p.
HENDERSON TR PACIFIC INVESTMENT TRUST PLC
Henderson TR Pacific Monthly Fact Sheet A copy of this can be requested from Listed Company Relations by emailing lcr@nzx.com.
                                                                                                                                               Page 327

FOREIGN & COLONIAL INVESTMENT TRUST PLC
Below is shown the net asset value per share forForeign & Colonial Investment Trust PLC at 15/02/2005
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value - ex income     234.46
Net Assets - prior charges at market value - cum income 237.64
Net assets per share - ex income                           239.77
Net assets per share - cum income                          242.95
F&C EMERGING MARKETS INVESTMENT TRUST PLC
Below is shown the net asset value per share for F&C Emerging Markets Investment Trust PLC at 15-Feb-05
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
(convertibles unconverted ) ex income            97.65
(convertibles unconverted ) cum income           97.57
THE CITY OF LONDON INVESTMENT TRUST PLC
City of London Monthly Factsheet A copy of this can be requested from Listed Company Relations by emailing lcr@nzx.com.
F&C SMALLER COMPANIES PLC
Below is shown the net asset value per share for F&C Smaller Companies Plc at 15-Feb-05
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
Net Assets - prior charges at market value -ex income      324.81
Net Assets - prior charges at market value - cum income 326.85
Net assets per share - ex income                           329.48
Net assets per share - cum income                          331.52
FOREIGN & COLONIAL EUROTRUST PLC
Below is shown the net asset value per share for Foreign & Colonial Eurotrust PLC at 15-Feb-05
NAV per share (at mid market values) in pounds sterling with prior charges at nominal value: pence
Net assets per share - ex income                 549.34
Net assets per share - cum income                548.81
NATIONAL AUSTRALIA BANK LIMITED
National Australia Bank Limited has provided Appendix 3B - New issue announcement, application for quotation of additional securities and
agreement
1 Class of securities issued or to be issued Ordinary Shares fully paid
2 Number of securities issued or to be Issued (if known) or maximum number which may be issued 6,798,979 to be issued
- Shares issued pursuant to 1986 Executive Staff Share Plan - Shares issued pursuant to 1987 Executive Staff Share Plan
- Shares issued pursuant to 1988 Executive Staff Share Plan
- 1,070 Shares issued pursuant to 1989 Executive Staff Share Plan
- 1,480 Shares issued pursuant to 1990 Executive Staff Share Plan
- 100 Shares issued pursuant to 1993 Executive Staff Share Plan
- 520 Shares issued pursuant to 1994 Executive Staff Share Plan
3 Principal terms of the securities
- 2,910 Shares issued pursuant to 1995 Executive Staff Share Plan
- 1,784 Shares issued pursuant to 1996 Executive Staff Share Plan
- 119,000 Shares issued pursuant to 2000 Executive Option Plan.
Expiry Date: 23/03/2008
- 3,900 Shares issued pursuant to 2000 Executive Option Plan.
Expiry Date: 28/09/2008
- 11,250 Shares issued pursuant to 2001 Executive Option Plan.
Expiry Date: 23/03/2009
- 348,996 Shares issued pursuant to terms and conditions of Staff
Share Ownership Plan
- 6,305,945 Shares issued pursuant to terms and conditions of
Dividend Plans
- 2,024 Shares issued pursuant to terms and conditions of
Dividend Plans
Total 6,798,979
4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? As from Allotment all shares will
rank pari passu with existing shares. Not applicable
5 Issue price or consideration
TOTAL 6,798,979 188,027,974.91
6 Purpose of the issue: Issued in accordance with the terms and conditions of the National Australia Bank Limited:
- Staff Share Plans
                                                                                                                                           Page 328

- Executive Option Plan
- Share dividend Plans
7 Dates of entering securities into uncertificated holdings or despatch of certificates:
Allotted and Dispatched progressively from 20 November 2004 to 4 February 2005 (inclusive)
8 Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable): 1,558,044,873 Ordinary shares fully paid;
20,000,000 National Income Securities stapled debt/preference shares
9 Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable) 536,609 Ordinary shares partly paid and
not quoted; 3,402,325 Un-exercised options
10 Dividend policy : Not Applicable
DEUTSCHE EQUITY INCOME TRUST PLC
The Deutsche Equity Income Trust PLC announces that at the close of business on 15 February 2005 its Net Asset Value per share was 268.94p.
ANGLO & OVERSEAS TRUST PLC
Anglo & Overseas Trust PLC announces that at the close of business on 15 February 2005 its Net Asset Value per share was 254.10p.
MICHAEL HILL INTERNATIONAL LIMITED
Michael Hill International Limited For Half Year Ended 31/12/0 This Report has been prepared in a manner which complies with generally accepted
accounting practice and gives a true and fair view of the matters to which the report relates and is based on unaudited accounts.
CONSOLIDATED OPERATING STATEMENT
Current Half Year NZ$12,182,000; Up 11.6%:Previous Corresponding Half Year NZ$10,912,000
Total Operating Revenue : $153,312,000
OPERATING SURPLUS BEFORE UNUSUAL ITEMS AND TAX: $17,875,000
Unusual items for separate disclosure : Nil
OPERATING SURPLUS BEFORE TAX : $17,875,000
Less tax on operating profit : $5,693,000
OPERATING SURPLUS AFTER TAX BUT BEFORE MINORITY INTERESTS :$12,182,000
Less minority interests: Nil
Equity earnings: Nil
OPERATING SURPLUS AFTER TAX ATTRIBUTABLE TO MEMBERS OF LISTED ISSUER: $12,182,000
Extraordinary items after tax attributable to Members of the Listed Issuer: nil
OPERATING SURPLUS AND EXTRAORDINARY ITEMS AFTER TAX ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER: $12,182,000
Earnings per share : 31.6 cps
Interim Dividend : 9 cps
Date Payable: 29/3/05
Imputation tax credit on latest dividend 4.432833 cents
Summary Of Commentary: The Directors are very pleased with the results for the six months and the direction in which the Company is headed.
The Group's philosophy of controlled profitable growth will continue and further new stores are being evaluated for all three countries as
opportunities arise. The Directors remain confident in the continued growth and profitability of the group.
Chairman's Statement
1.Profit Announcement Michael Hill International has today announced a record tax paid profit of $12,182,000 for the 6 months ended 31 December
2004, an increase of 11.6% over the previous corresponding period. The trading profit was achieved on trading revenue of $152,732,000 up 9.3%
on the corresponding period last year of $139,773,000.
Segment Results As a result of our recent corporate restructuring the company has redefined its geographical reporting segments to better reflect
the financial performance of each segment. The segments now reported on reflect the performance of the company's retail operations in each
segment and exclude non-core retail activities such as manufacturing, wholesale and distribution, and other general corporate expenses. The
Directors believe this change will better inform the readers of the financial performance of our geographic segments.
New Zealand Retail Operations The New Zealand retail segment increased its revenue by 4.5% to $48,351,000 for the six months with earnings
before interest and tax (EBIT) up 2.7% to $6,919,000. EBIT as a percentage of revenue fell from 14.6% to 14.3%. This fall was as a result of store
operating costs increasing as a result of a decision by the company to invest in higher staff structures which would accommodate additional Trainee
Managers and Sales Professionals. This strategy is consistent with the company's growth plans. Same store sales during the 6 months increased by
3.8% (last year 0.9% decrease) There was one new store opened during the period at Glenfield in Auckland. Total stores operating in New Zealand
at 31 December 2004 were 47.
Australian Retail Operations The Australian Company improved its revenue by 10.8% to $99,582,000 for the 6 month period (in NZ dollars) with
EBIT up 13.0% to $12,344,000. In Australian dollars, total revenue improved 15.8% with same store sales up 6.6% for the six months.
EBIT as a percentage of revenue improved from 12.2% to 12.4%. Seven new stores were opened in Australia during the period, as follows: Bunbury
in Western Australia, Grand Central in Toowoomba, Batemans Bay in New South Wales, Mirrabooka Square in Perth, Parkmore in Melbourne,
Raymond Terrace in Newcastle, The Pines in Melbourne. In total there were 100 stores operating in Australia as at 31 December 2004. The
exchange rate used for the translation of the Australian surplus was 0.92 (2003 -0.88).
Canadian Retail Operations - The Canadian operation improved its revenue 40.8% for the 6 months from NZ$3,316,000 to NZ$4,668,000. Same
stores sales increase of 4.9% was achieved during the six months. The loss of NZ$208,000 for the 6 months was a 47.7% improvement on the
previous year. Three new stores were opened during the period: Coquitland in Vancouver, Guildford in Vancouver, Willowbrook in Vancouver
The total number of stores open at 31 December 2004 was 7. The exchange rate used for the translation of the Canadian loss was 0.81 (2003 -
0.81).
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2.Interim Dividend The Directors are pleased to announce an interim dividend of 9 ? per share (2004 -8?), with full imputation credits attached for
New Zealand shareholders and full franking credits for Australian shareholders. The dividend will be paid on Tuesday, 29th March 2005 with the
record date being Friday 18 March 2005.
3. Cash Flows / Balance Sheets The Group has reported net operating cash flows of $7,597,000 for the 6 months, compared to $18,908,000 for the
previous year. This reduction in net cash flow from last year is a result of 10 new store openings (7 in 2004) and also increased stock levels in the
first half to facilitate the centralisation of the New Zealand warehouse facility to Brisbane. The Directors expect a reduction in these higher than
normal stock levels by 30 June 2005. The Group's balance sheet is very sound with an equity ratio of 45.5% (2003 - 45.2%) as at 31 December
2004 (the interim dividend has not been provided for at 31/12/04 in accordance with FRS-5) and a working capital ratio of 3.3:1 (2003 - 3.9:1).
4. Summary The Directors are very pleased with the results for the six months and the direction in which the Company is headed.
The Group's philosophy of controlled profitable growth will continue and further new stores are being evaluated for all three countries as
opportunities arise. The Directors remain confident in the continued growth and profitability of the group.
NZSX 50 PORTFOLIO INDEX FUND (NS)
The manager of the NZSX 50 Portfolio Fund advises that as at close of business on 16 February 2005 a total of nil units had been redeemed or
allotted since 15 February 2005. The total number of units on issue on that day was 12,298,723. The asset backing for each NZSX 50 Portfolio
Fund unit at close of business on 16 February 2005 was $1.5146. The value of the NZSX 50 Portfolio Index at the close was 1514.63.
NZSX 10 FUND (NS)
The manager of the NZSX 10 Index Fund advises that as at close of business on 16 February 2005 a total of nil units had been redeemed or allotted
since 15 February 2005. The total number of units on issue on that day was 70,445,142. The asset backing for each NZSX 10 Index Fund unit at
close of business on 16 February 2005 was $1.21936. The value of the NZSX 10 Index at the close was 1219.36.
INDEPENDENT NEWS & MEDIA PLC
Independent News & Media PLC Confirms announcement date for 2004 full year results : Independent News & Media PLC ('Independent'), a
leading international media and communications group, today confirmed it will announce 2004 full year results on Wednesday March 16, 2005 at
07:00 GMT. Independent's management team will brief Irish-based investors and analysts on the full year financial performance at a presentation to
be held in Dublin on March 16, 2005 at 08:30 GMT. Further details will be issued closer to that time. International investors and analysts will be
briefed on a conference call scheduled for 14:00 GMT (09:00 EST) on that date. Dial in details will be issued closer to that time.
INDEPENDENT NEWS & MEDIA PLC
Independent News & Media PLC has provided the following: 16 February 2005 Holding in Company Notice under Chapter 2 Part IV of the
Companies Act 1990 We have been informed by Fidelity Investments today that as at 15 February 2005 FMR Corp. and its direct and indirect
subsidiaries, and Fidelity International Limited and its direct and indirect subsidiaries, held 96,491,221 (12.99%) ordinary shares of EUR0.30 each in
the Capital of the Company. Both holders are non-beneficial holders and the holding are for investment purposes
MICHAEL HILL INTERNATIONAL LIMITED
There was a small error on the Headline of the Half year announcement just released to NZX. Last years profit figure was stated as $10.192M. It
should have been $10.912M. The full correct headline should have been HY to 31/12/04 $12.182M ($10.912M) +11.6% DIV 9cps.
NEW ZEALAND EXCHANGE LIMITED (NZXR)/ CAPITAL PROPERTIES NEW ZEALAND LIMITED –
Application for Waivers and Rulings in Respect of Capital Notes
Background
1. In 1999, CNZ issued capital notes in the context of its full takeover offer for Shortland Properties Limited ("Shortland"). The capital notes have an
initial election date of 15 April 2005.
2. By separate offers made in 2001, 2002 and 2003, CNZ offered holders of its capital notes the option of varying their notes by extending the
election date of their notes from 15 April 2005 to 15 April 2007 or 15 April 2009 ("Variation Offers").
3. The Variation Offers were made pursuant to the Securities Act (Renewals and Variations) Exemption Notice 2002 and subsequently pursuant to
the Securities Act (Renewals and Variations) Exemption Notice 2002 (these notices are collectively referred to below as the "Exemption Notice"),
utilizing NZX approved offer documents. A number of waivers were also obtained from the NZSX and NZDX Listing Rules ("Listing Rules") in the
context of the Variation Offers.
4. As a result of the Variation Offers, CNZ now has three classes of capital note quoted, namely:
a. capital notes having an election date of 15 April 2005("2005 Notes") with a total principal amount of $91,03,151;
b. capital notes having an election date of 15 April 2007 ("2007 Notes") with a total principal amount of $33,077,762; and
c. capital notes having an election date of 15 April 2009 ("2009 Notes") with a total principal amount of $9,658,947; (together the "Notes").
5, NZX Regulation ("NZXR") has previously ruled, in a decision dated 14 July 2004, that the Notes are to be treated as equity securities for the
purposes of their conversion under Listing Rule 7.3.8(b) and that equity securities can be issued on conversion of the Notes, in accordance with that
rule, and without compliance with Listing Rule 7.3.1(a).
Current Election Procedure
6.Under the trust deed, as amended by supplemental deed, in the absence of any waivers from the trustee, the following procedure would apply in
respect of the election date for the 2005 Notes:
a. CNZ would send an election notice to holders of 2005 Notes not later than 30 business days before the election date (i.e., by 28 February 2005).
That notice would set out the new terms as to interest rate, interest dates, new election date and otherwise varying the terms and conditions
applying to the 2005 Notes after the election date.
b. Upon receipt of the election notice, subject to minimum principal amount requirements, noteholders may either:
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i. accept the new terms set out in the election notice in respect of some or all of their 2005 Notes, and continue to hold such 2005 Notes after the
election date on those new terms and conditions; or
ii. elect to convert some or all of their 2005 Notes into ordinary shares of CNZ at 98% of the then current market price of ordinary shares. The
election notice must be returned by a noteholder at least 13 business days before the election date.
c. In the absence of, or presence of a defect in an election, the default option is roll-over on the new terms offered.
d. Irrespective of any elections made, and as the default option, CNZ retains the option under the terms of the Trust Deed to purchase for cash all or
some of the 2005 Notes on the election date. This option is exercisable by CNZ providing notice of the exercise to holders of 2005 Notes not later
than three business days prior to the election date.
7. Other matters to note in relation to the election procedure are:
a. The election record date (i.e., the date on which noteholders to be sent an election notice are determined) is 33 business days before the election
date (i.e., Friday 25 February 2005);
b. The trust deed allows registration of transfers of 2005 Notes to be suspended in the period from the election record date to the election date,
which suspension CNZ proposes to put in place, given the difficulties which arise if a transfer were to occur after an election was made (i.e., CNZ
will be seeking a cessation of quotation of the 2005 Notes as from 5pm, 25 February 2005); and
c. CNZ is required to make an announcement of the prospective conversion event under Listing Rule 7.12.2 at least 10 business days before the
record date (i.e., by Friday 11 February 2005). NZXR received a copy of the announcement and the appendix 7 on this date to be held until such
time as this waiver decision was determined and has deemed Listing Rule 7.12.2 to be satisfied.
Alternative Election Option
8. CNZ has considered the various options in connection with the upcoming election date for the 2005 Notes. The preferred approach (recognizing
CNZ's overriding purchase option), that has led to this application is to:
a. Offer holders of 2005 Notes the opportunity to elect to roll over some or all of their 2005 Notes subject to new (but largely unchanged) terms, with
a new election date likely to be in 2011, and possibly a new interest rate (the resultant notes being referred to as "2011 Notes");
b. Offer noteholders the opportunity to elect that CNZ purchase for cash all or the balance of their 2005 Notes; and
c. Not offer conversion into ordinary shares.
(together the "Election Option")
9. CNZ states that there are a number of reasons why the existing election procedures set out in the trust deed are not appropriate and that the
procedures could, in fact, operate to the detriment of noteholders in the context of the 15 April 2005 election date. CNZ submits that:
(a) The existing election procedures would require the option of electing conversion to ordinary shares to be set out in the election notice. This
option is quite illusory, as CNZ would always exercise its buy-out rights in relation to 2005 Notes for which conversion to ordinary shares was
elected. CNZ has provided NZXR with a copy of a letter from its Chief Executive confirming this. There is a risk that noteholders would be misled
into thinking they could convert to ordinary shares, however clearly worded the election notice was, because one of the boxes they could tick would
refer to conversion, when in fact this would never occur.
(b) All that is occurring is the removal of the illusory conversion option from the election notice, and its replacement with a positive right to have 2005
Notes bought out (the other and fallback option - extension of the 2005 Notes on new terms - would remain). This purchase election is an additional
right which holders of 2005 Notes do not currently enjoy. Following the existing procedures, holders of 2005 Notes would have to wait to see how
CNZ exercised its overriding purchase right, to know what the final outcome would be. Under the altered election procedure, CNZ would have an
irrevocable obligation to purchase 2005 notes of holders who elect for purchase. Thus, rather than having an illusory option to convert into ordinary
shares, noteholders will have the certain additional option of requiring CNZ to purchase their 2005 Notes.
(c) If CNZ was required to offer the illusory option to convert to ordinary shares, this would trigger the requirement for preparation of a prospectus
and investment statement. This arises out of the fact that the 2005 notes were issued in the context of the takeover of Shortland Properties Limited
("Shortland"), under the blanket exemption for securities offered under takeovers which was in force at that time. Accordingly, the 2005 notes were
not issued under a prospectus and investment statement, precluding reliance upon the usual exemption notice which relieves issuers from
prospectus and investment statement requirements in situations like this (the Securities Act (Rights, Options, and Convertible Securities) Exemption
Notice 2002). Accordingly, under the existing procedures, an investment statement would be required to be sent to noteholders, but would be
completely irrelevant and unhelpful to them, as it would be an investment statement relating to ordinary shares, which they will never receive as a
result of the election procedure, with CNZ exercising its overriding purchase right. To avoid confusion, the investment statement would have to have
a very prominent statement on its cover that it was completely irrelevant to the noteholders, as they would never be receiving ordinary shares, with
CNZ exercising its overriding purchase right. Similarly, any prospectus would be a very limited usefulness to noteholders, even if they requested it.
The prospectus would be a short form prospectus, as permitted by regulation 4(1)(a)(i) of the Securities Regulations 1983. The limited information
that it would contain, relating to an offer of ordinary shares which is effectively incapable of acceptance, is completely inappropriate for noteholders
in the circumstances, and would be unlikely to provide information additional to that available in CNZ's half-yearly report (which was sent to all
noteholders under obligations in the Trust Deed) and released to the market under continuous disclosure.
(d) In summary, the changes to the election procedure will provide a clearer process, providing an additional benefit to noteholders (in the form of
the option to elect purchase) and removing a misleading and confusing reference to conversion to ordinary shares from the election notice, which
would trigger costly and irrelevant disclosure obligations.
(e) Further, the trustee of the 2005 Notes has agreed in principle that the changes are not adverse to the interests of noteholders.
Application 1
10. As noted above the Variation Offer was made under the Exemption Notice. The Exemption Notice provided a blanket exemption from the
investment statement and prospectus requirements under the Securities Act at the time.
11. CNZ has approached NZXR requesting a waiver from any requirement in Listing Rules 7.1.3(a) and 5.2.2(c) to prepare and issue a prospectus-
standard offering document for distribution to holders of 2005 Notes for the initial quotation of the 2011 Notes as a new class of securities. Under
Listing Rule 7.1.3 (as it read at the date of the first Variation Offer) the profile had to "comply with and contain all information required by, the
Securities Act 1978 and regulations made under that Act". In order to comply with the content requirement under the former Listing Rule 7.1.3(a), all
                                                                                                                                              Page 331

CNZ had to do was issue the written statement required under the Exemption Notice as this comprised the information requied under the Securiies
Act and regulations made under that Act.
12. After recent Listing Rule amendments, Listing Rule 7.1.3(a) now provides that every profile shall "comply with, and contain all information
required to be contained in a registered prospectus under, the Securities Act 1978 and regulations made under that Act". CNZ suggests that if CNZ
implemented the Election Option, the revised Listing Rule 7.1.3(a) appears to require CNZ to prepare and issue a prospectus standard offering
document for distribution to holders of 2005 Notes, as it would involve the initial quotation of the 2011 Notes as a new class of securities. This
obligation appears to apply even though only a limited written statement would be required under the Exemption Notice, which applies to a roll-over
election because the roll-over takes effect as a variation to the terms of the 2005 Notes.
13. CNZ makes the following submissions in support of its application:
a. The 2011 Notes would not themselves be entirely new securities for the purposes of the Securities Act 1978 and Securities Regulation 1983, but
a variation of the existing 2005 Notes in respect of which the noteholders have (or are deemed to have) accepted the new terms are deemed to be
"amended" by incorporation into the conditions of the new terms. This categorisation is recognised in the Exemption Notice, which imposes only
summary offering disclosure requirements for such varied securities.
b. As CNZ is a public issuer, it is subject to continuous disclosure obligations under the Listing Rules. In the event that material information exists
which might influence the market price of Notes, such information has been and continues to be, required to be disclosed to the market. As such, a
prospectus-standard offering document is unlikely to contain any additional material information not already disclosed to the market.
c. Clause 5.2.8 of the trust deed requires noteholders to be sent copies of all communications sent to CNZ shareholders, including annual and half
yearly reports. Accordingly holders of 2005 Notes have been kept fully informed regarding the operations of CNZ.
d. The 2005 Notes have been on issue for five years, they are known to the market and their terms are known to their holders. The only amendment
to their terms has been minor changes to the underlying trust Deed arising out of the Variation Offers. Similarly, the only anticipated change to the
terms of he 2005 notes would be the extension of the election date and possibly variation of the interest rate applicable to the Notes.
Application 1 - Listing Rules
14.Listing Rule 7.1.3(a) provides that every profile shall: "comply with and contain all information required to be contained in a registered prospectus
under, the Securities Act 1978 and regulations made under that Act"
15.Listing Rule 5.2.2(c) provides: "The following information and material shall be submitted with an application under Rule 5.2.1:...
(c) a draft Offering Document in respect of the Securities (which shall include, without limiting any other provision of the Rules, the timetable required
by Rule 7.1.5(b));..."
Application 1 - Decision
16. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants CNZ waivers from Listing Rules
7.1.3(a) and 5.2.2(c) on the condition that CNZ provides a written statement to each holder of the 2005 Notes setting out the matters required in the
Securities Act (Renewals and Variations) Exemption Notice 2002.
Application 1 - Reasons
17. In granting waivers from Listing Rules 7.1.3(a) and 5.2.2(c), NZXR considered that the offer is a roll-over of securities for which securities
legislation only requires a written statement under the Exemption Notice. NZXR accepts that the information required under the Exemption Notice is
sufficient for the purposes of the roll-over.
Application 2
18. CNZ has approached NZXR applying for a ruling that any purchase by CNZ of 2005 Notes would be a permissible redemption under Listing Rule
7.6.3(b). In the event NZX did not consider such a ruling appropriate, CNZ seeks a waiver from Listing Rule 7.6.3 to allow CNZ to exercise its right
of redemption.
19. In support of this application CNZ makes the following submissions:
a. CNZ considers that the "cashing out" of holders of 2005 Notes, either on their election or through exercise of CNZ's overriding right of purchase,
qualifies as a redemption for the purposes of Listing Rule 7.6.3. That rule sets out a general prohibition on redemption of equity securities save for
in specified situations.
b. CNZ submits that the use of the word "purchase" in clause 4.5 of Schedule 2 to the Trust Deed, and in the draft supplemental deed which would
give effect to the Election Option, is in substance the exercise by CNZ of its over-riding purchase right is a redemption.
c. CNZ draws attention to the ordinary natural meaning of the word "redeem", in a financial context. The Concise Oxford Dictionary (10 Ed., 2002)
defines "redeem" in a finance sense to mean "repay (a stock, bond etc) at the maturity date". Clause 4.5 of Schedule 2 to the Trust Deed requires
the purchase price, for the "purchase" it allows, to be an amount equal to the aggregate of the principal amount of, and the accrued interest and
unpaid interest in respect of, a Note. Accordingly, the payment has the character of a repayment of principal plus interest. As such, CNZ submits
that it should be considered as having the nature of a repayment on maturity, in effect a redemption.
d. Additional support for this "redemption" categorisation arises from CNZ's intention to cancel all 2005 notes repurchased (see clause 2.10.2 of the
Trust Deed). This again alters the character of what is occurring from that of a purchase to that of a redemption, in the sense of a repayment and
extinguishing of the liability.
e. CNZ also submit that the exception in Listing Rule 7.6.3(b) would apply to the Election Option. Under Listing Rule 7.6.3(b), redemptions are
permissible if the equity securities were issued in compliance with Listing Rule 7.3.1(a) and the issuer is bound or entitled to redeem those equity
securities pursuant to their terms of issue.
f. The 2005 Notes were originally issued in connection with the 1999 takeover of Shortland by CNZ. (This takeover occurred before the Takeovers
Code came into effect, and was subject to section 4 of the Listing Rules). Consequentially, CNZ was not required to have its shareholders approve
the issue of the 2005 Notes under Listing Rule 7.3.1(a) because the issue was made as consideration for the takeover offer (c.f. Listing Rule 7.3.8,
as it then was).
g. CNZ did, however, seek shareholder approval of the entire transaction, including the issue of the 2005 notes, as it constituted a major transaction
of CNZ under the Companies Act 1993. All resolutions were passed at the meeting.
h. Accordingly CNZ submits that the initial issue of capital notes in 1999 was, for the purposes of Listing Rule 7.6.3(b), made in compliance with the
requirements of Listing Rules 7.3.1(a).
                                                                                                                                            Page 332

i. CNZ notes that NZX has ruled previously that the Notes could be converted without further approval under Listing Rule 7.3.8(e) "because their
original issue was approved in the manner set out in Rule 7.3.1(a) being by ordinary resolution of the holders of CNZ shares".
Application 2 - Listing Rules
20. Listing Rule 7.3.1 provides:
"No Issuer shall issue any Equity Securities (including issue on Conversion of any Security) unless:
(a) the precise terms and conditions of the specific proposal to issue those Equity Securities have been approved (subject to Rule 7.3.3) by separate
resolutions (passed by a simple majority of Votes) of holders of each Class of Quoted Equity Securities of the Issuer whose rights or entitlements
could be affected by that Issuer, and that issue is completed within the time specified in Rule 7.3.2; or
(b) the issue is made in accordance with any of Rules 7.3.4 to 7.3.8."
21. Listing Rule 7.3.8(e) provides that: "An Issuer may issue Equity Securities if:...
(e) the issue is made pursuant to a plan for the issue of Securities in lieu of dividends or as part of a dividend re-investment plan that entitles an
existing Security holder to subscribe for Securities by applying all or any specified part of ay dividend declared by an Issuer and payable to that
person, and which issue or dividend reinvestment plan would maintain the existing proportionate right of each existing holder relative to the other
holders of Equity Securities to Votes and Distribution Rights, if the offer were accepted by all such holders."
22. Listing Rule 7.6.3(b) provides that: "An Issuer shall not redeem Equity Securities of that Issuer, other than a redemption from a holder who holds
less than a Minimum Holdings, unless:...
(b) those Equity Securities were issues in compliance with Rule 7.3.1(a) or Rule 7.3.4, and the Issuer is bound or entitled to redeem those Equity
Securities pursuant to the terms of their issue;"
Application 2 - Decision
23. NZXR has decided to decline to grant a ruling that the shareholder approval of the issue of the convertible notes by way of the special meeting
dated 29 October 1999 constituted approval of the issue of the 2005 Notes in accordance with Listing Rule 7.3.1(a) so as to enable a permissible
redemption under Listing Rule 7.6.3(b). However, on the basis that the information provided to NZXR is full and accurate in all material respects,
NZXR has decided to grant CNZ a waiver from Listing Rule 7.6.3 for the redemption of the 2005 Notes. This waiver is conditional on the notes
being cancelled upon them being purchased by CNZ.
Application 2- Reasons
24. NZXR has decided to decline the application for a ruling that any purchase by CNZ of 2005 Notes would be a permissible redemption under
Listing Rule 7.6.3 because this would have required approval of the precise terms and conditions of those securities to have taken place under
Listing Rule 7.3.1. As the notes have been varied since the initial issue NZXR does not consider that it is able to grant the requested ruling.
25. In granting a waiver from Listing Rule 7.6.3(b), NZXR considered the following matters:
(a) The purpose of Listing Rule 7.3.1 is to ensure that subject to any of the defined situations in Listing Rules 7.3.4 to 7.3.8 shareholders must have
an opportunity to consider and if thought appropriate approve the issue and terms of securities issued by the Issuer. While the precise terms have
not been approved as the terms have been amended NZXR is satisfied that shareholders approved the issue of notes on terms which contemplated
the ability for the notes to be redeemed as it is now proposed that they will be and accordingly the policy considerations behind the exception
contained in Listing Rule 7.6.3(b) are satisfied.
(b) The 1999 notice of meeting approving the transaction included a resolution to approve "the raising by way of the issue of securities by Capital
Properties by way of not more than NZ$125,000,000 in principal amount of capital notes on the terms set out in the explanatory note accompanying
this notice of meeting". The explanatory notes sets out that the terms of the notes allow CNZ to redeem the notes. In addition the takeover offer for
Shortland setting out the terms of the notes contemplated that the terms of the notes may be amended from the Election Date.
(c) NZXR also notes that the reasons set out below under application 5 support NZXR coming to a view that it should grant a waiver from a
requirement for shareholder approval of the redemption.
26. NZXR notes that the Listing Rules contemplate different mechanisms for redemption and acquisition of securities by an Issuer. Under the
scheme of the Listing Rules securities must be cancelled to be classified as being redeemed.
Application 3
27. CNZ has approached NZXR requesting a waiver from Listing Rule 7.6.1 to the extent that is prohibits CNZ from acquiring the 2005 Notes.
28. CNZ submits that this waiver should be granted for similar reasons to those stated above, namely, that CNZ equity holders approved the precise
terms and conditions of the proposal to acquire (or the entitlement to acquire by way of redemption) the Notes.
Application 3 - Listing Rule 7.6.1
29. Listing Rule 7.6.1 provides that: "Subject to Rule 7.6.2, an Issuer shall not acquire Equity Securities of that Issuer unless the acquisition is:
(a) effected by offers made by the Issuer through NZX's order matching market, or through the order matching market of a Recognised Stock
Exchange; or
(b) effected in compliance with section 60(1)(a) (read together with section 60(2)) of the Companies Act 1993;
(c) an acquisition of the nature referred to in section 61(7) of the Companies Act 1993; or
(d) approved in accordance with Rule 7.6.6; or
(e) required by a shareholder of the Issuer pursuant to sections 110 or 118 of the Companies Act 1993; or
(f) effected in compliance with section 60(1)(b(ii) (read together with section 61) of the Companies Act 1993 and:
(i) is made only from any person who is not a Director, Associated Person of a Director or Employee (as defined in Rule 7.3.6) of the Issuer; and
(ii) the total number of Equity Securities of the same Class as those Equity Securities that are to be acquired, pursuant to this Rule 7.6.1(f) during
the shorter of the period of 12 months preceding the date of the acquisition, will not exceed 15% of the total number of Equity Securities of that
Class on issue at the commencement of that period:
Provided that:
(g) for the purposes of Rule 7.6.1(f), Securities which will, or may, convert to other Equity Securities shall be deemed to be of the same Class as,
and to correspond in number to, Securities into which they will, or may, convert; and
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(h) where the Conversion ration is fixed by reference to the market price of the underlying Securities, the market price for the purposes of Rule
7.6.1(f) shall be the average end of day market price over the 20 Business Days before the earlier of the day the acquisition is entered into or
announced to the market.
30. Listing Rule 7.6.6 provides that: "An Issuer may acquire Equity Securities under Rule 7.6.1(d) or redeem Equity Securities under Rule 7.6.3(e),
or give financial assistance under Rule 7.6.4(b), if the precise terms and conditions of the specific proposal (the "Proposal") to acquire or redeem
those Equity Securities, or of the giving of that financial assistance, have been approved by separate resolutions (passed by a simple majority of
Votes) of members of each separate group of each Class of Quoted Equity Securities of the Issuer whose rights or entitlements are materially
affected in a similar way by the Proposal. Any such acquisition shall be completed within 12 months, and redemption or financial assistance
completed or given within six months, after the passing of the relevant resolutions."
Application 3 - Decision
31. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants a waiver from the requirement in
Listing Rule 7.6.6 that redemption of equity securities must be done within 12 months of the passing of resolutions approving the redemption. This
waiver is granted on the condition that the notes will be immediately cancelled upon being purchased by CNZ.
Application 3 - Reasons
32. In granting a waiver from Listing Rule 7.6.6, NZXR considered the following matters:
(a) The initial terms of the notes were set out in the 1999 notice of meeting which was approved by shareholders. While these have now been
varied, the initial terms included that CNZ could redeem the securities. While the terms of the notes are not exactly the same NZXR considers that it
would be appropriate to grant a waiver.
(b) Any mischief from CNZ being able to acquire the notes and sell them on without obtaining shareholder approval is addressed here by the
condition that the notes be cancelled upon being acquired by CNZ. NZXR considers this condition desirable because the notice of meeting did not
contemplate that the notes be sold on upon acquisition. In addition as noted above the term redemption contemplates that the securities being
redeemed be cancelled.
33. NZXR has not been asked to consider whether the transaction will be a redemption or a purchase. Accordingly NZXR provides no opinion as to
the extent the Listing Rules relating to redemptions and purchases apply.
Application 4
34. CNZ has previously obtained waivers from Listing Rules 7.1.12, 7.1.13 and 7.1.16 in respect of the Variation Offers. CNZ are applying for
confirmation that those waivers are applicable to the proposed roll-over of the 2005 Notes on new terms that noteholders might elect under the
Election Option. In support of the application CNZ submits that these Listing Rules are generally only appropriate in the context of an initial public
offering and are not appropriate to the roll-over of the 2005 Notes on new terms as proposed in the Election Option.
Application 4 - Listing Rules
35. Listing Rule 7.1.12 provides that: "Every Offering Document shall state the method of dealing with over-subscriptions, and the maximum amount
of over-subscriptions which will be accepted."
36. Listing Rule 7.1.13 provides that: "Each Offering Document shall specify:
(a) the period within which a refund of subscription moneys will be made to applicants for Securities to whom allotments are not made; and
(b) whether or not interest will be paid on amounts refunded in terms of (a) and, if so, the basis upon which interest will be calculated."
37. Listing Rule 7.1.16 provides that: "Every Offering Document for Equity Securities shall specify the Directors intentions and expectations as to the
Issuer's future dividend policy."
Application 4 - Decision
38. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants CNZ waivers from Listing Rules
7.1.12, 7.1.13 and 7.1.16 in respect to the proposed roll-over of the 2005 Notes on the new terms that noteholders might elect under the Election
Option.
Application 4 - Reasons
39. In granting waivers from Listing Rule 7.1.12, 7.1.13 and 7.1.16, NZXR considered CNZ's submission that these Listing Rules are generally only
appropriate in the context of an initial public offering and are not appropriate to the roll-over of the 2005 Notes on new terms as proposed in the
Election Option. NZXR accepts this submission.
Application 5
40. Under the Election Option CNZ would undertake two distinct "actions" which arguable trigger the provisions of Listing Rule 8.3.1, being actions
which would affect the rights attached to the 2005 Notes (as equity securities):
a. Variation of the election procedure prescribed by the Trust Deed on the terms set out above;
b. Variation of the terms of the 2005 Notes for such Notes as a noteholder elects to roll over on the new terms, where that election is wholly or partly
successful (i.e., not overridden by CNZ's right of purchase).
41. CNZ has approached NZXR seeking waivers from Listing Rule 8.3.1 both in respect to the variation of the election procedure and variation of the
terms of the 2005 Notes.
Variation of Election Procedures
42. In support of the application for a waiver in respect to the variation of the election procedure CNZ submits that:
(a) The trustee has indicated that it is of the opinion that the variation is not, or is not likely to become, prejudicial to the general interests of the
noteholders. Accordingly, the Trustee has indicated it will consent to he variation to the Trust Deed pursuant to clause 6.6.3 of the Trust Deed
(b) Turning to Listing Rule 8.3.1, CNZ submits that obtaining a special resolution of holders of 2005 Notes to approve implementation of the Election
Option is not desirable or practicable, in the circumstances. In that regard CNZ submits:
(i) Any "variation" resulting from the proposed new election procedure is of a largely technical nature. In particular, the ability under the Election
Option to elect to have 2005 Notes repurchased rather than converted to shares reflects the reality of how CNZ's overriding right of purchase would
operate in practice.
(ii) Any election notice distributed to holders of 2005 Notes that indicated a right to elect to convert to CNZ ordinary shares, but would always
exercise its right of purchase in respect of Notes which were to convert.
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(iii) Noteholders' interests will be protected by the Trustee which as noted above, has already satisfied itself that the variation will not prejudice the
general interest of noteholders.
Variation by New Terms
43. CNZ submits that in the absence of any valid exemption of applicable exceptions, Listing Rule 8.3.1 would require that CNZ obtain the express
approval of noteholders who have their Notes rolled over on new terms, by way of a special resolution of that interest group.
44. CNZ states that it has identified an exception which may apply to the variation for the terms of 2005 Notes occurring on a roll-over into 2011
Notes. Specifically, Listing Rule 8.3.2(b)(ii) provides that Listing Rule 8.3.1 will not apply in respect of actions that affect the rights attached to:
"(b)Equity Securities which are not shares of a company if:
(ii) those Equity Securities were issued on terms which expressly permitted the action in question to be taken without the prior approval of holders of
those Equity Securities, and those terms were clearly disclosed in the Offering Document (if any) pursuant to which those Equity Securities were
offered."
45. CNZ submits that the 2005 Notes were issued on terms expressly permitting a roll-over on new terms without the prior approval of noteholders.
46. CNZ submits that the terms were clearly set out in the offering documents originally provided to subscribers. CNZ note that the offering
document sent to Shortland shareholders in 1999, when setting out the terms of the offer by CNZ to purchase shares in Shortland, provided full
details of the election procedure, including the ability to accept new terms and conditions, in the Second Schedule.
47. CNZ states that the only doubt regarding the applicability of Listing Rule 8.3.2(b)(ii) to the situation is the use in that Listing Rule of the term
"Offering Document". Under the Listing Rules "Offering Document" now means "an Investment Statement or a Profile". The takeover offer issued to
Shortland shareholders was neither of these because, at the time the offer was made, takeover offers qualified for a blanket exemption from
investment statement and prospectus requirements under the Securities Act 1978. Accordingly, CNZ was not required to prepare an investment
statement of a profile, meaning that a doubt arises as to the applicability of the definition of "Offering Document" to the takeover document.
48. Given the closeness of this situation to the situations which are definitely covered by Listing Rule 8.3.2(b)(ii), however, CNZ submits that it is
appropriate for NZX to provide a ruling confirming CNZ's ability to rely on that exemption.
49. Alternatively CNZ seeks a waiver from that Rule. CNZ submits that such a waiver should be granted on the basis that compliance with Listing
Rule 8.3.1 would require CNZ to hold a meeting on completion of the implementation of the Election Option process in order to obtain the special
resolution of the relevant interest group. This would be a thoroughly inefficient and uneconomic outcome, as the relevant holders would already
have indicated there approval of the variation by electing to roll over the 2005 Notes on the new terms.
Application 5 - Listing Rules
50. Listing Rule 8.3.1 provides: "Every Issuer shall comply with the provisions of sections 116 and 117 of the Companies Act 1993, whether or not
the Issuer is a company registered under that Act. For the purposes of this Rule 8.3.1, those sections shall be deemed to be modified so that: \
(a) references in those sections to "shares" shall (subject to Rule 8.3.2) be deemed to include references to all Equity Securities of that Issuer, and
references to "shareholders" shall be read accordingly; and
(b) in respect of Issuers which are not companies registered under the Companies Act 1993, references to the "company" shall be deemed to be
references to the Issuer, and references to pre-emptive rights under section 45 of that Act shall be deemed to be deleted from those sections; and
(c) in respect of Equity Securities which are not shares of a company registered under the Companies Act 1993:
(i) references to a special resolution shall be deemed to be references to a resolution approved by a majority of 75% of votes of the holders of those
Securities entitled to vote and voting; and
(ii) references to the constitution shall be deemed to be references to the document which governs the rights of those Equity Securities.
51. Listing Rule 8.3.1 provides:
8.3.2 Exception: An Issuer shall be required by Rule 8.3.1 to comply with sections 116 and 117 of the Companies Act 1993 but shall not be required
by the modifications deemed to be made thereto by Rule 8.3.1 to comply with those sections in respect of actions that affect the rights attached to:
(a) Equity Securities which are not Quoted; or
(b) Equity Securities which are not shares of a company if:
(i) those Equity Securities were issued before 30 April 1995; or
(ii) those Equity Securities were issued on terms which expressly permitted the action in question to be taken without the prior approval of holders of
those Equity Securities, and those terms were clearly disclosed in the Offering Document (if any) pursuant to which those Equity Securities were
offered.
Application 5 - Decision
52. NZXR has decided to decline to rule that the takeover offer document constituted an "Offering Document" for the purposes of Listing Rule
8.3.2(b)(ii). However, on the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants CNZ waivers
from Listing Rule 8.3.1 both in respect to the variation of the election procedure and variation of the terms of the 2005 Notes.
Application 5 - Reasons
53. In declining to rule that the takeover offer document constituted an "Offering Document" for the purposes of Listing Rule 8.3.2(b)(ii) NZXR notes
that while it considers that the policy in Listing Rule 8.3.2(b)(ii) is applicable, without waiver the exception cannot apply because the takeover
documents do not fit within the strict definition of "Offering Document" in the Listing Rules.
54. In granting waivers from Listing Rule 8.3.1, NZXR considered the following matters:
(a) The ability to convert the notes has always been subject to CNZ's rights to redeem the notes. Given that under the existing election procedure
the election notice must be returned by a noteholder at least 13 business days before the election date and CNZ's option to redeem is exercisable
by CNZ providing notice of the exercise to holders of 2005 Notes not later than three business days prior to the election date, CNZ could always buy
out all of the 2005 Notes which were to convert. CNZ has stated that it will exercise its option to redeem should any noteholder elect to convert and
accordingly submits that the option to elect to convert is an illusionary option. CNZ has provided a letter from its Chief Executive confirming that it
would exercise its option to redeem should any noteholder elect to convert. NZXR has no reason not to accept this submission.
(b) If CNZ was required to offer what it calls an "illusory option" to convert to ordinary shares, this would trigger the requirement for preparation of a
prospectus and investment statement. However although the offer would need to be made under the prospectus and investment statement, there
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would be no practical purpose for any such documents as CNZ has stated that it would not accept any subscriptions under the investment statement
and prospectus and it would redeem the holdings of any noteholder elects to convert under the prospectus and investment statement.
(c) In respect of the variation of the terms, the policy in Listing Rule 8.3.2(b)(ii) exception from the requirement in Listing rule 8.3.1 for noteholders to
expressly approve the variation, would seem to apply. That is to say that notholders subscribed for and were allotted the notes on the basis set out
in the takeover offer documents. These expressly permitted roll-over of the notes on new terms without the prior approval of noteholders.
(d) NZXR questions the applicability of Listing Rule 8.3.1 to the variation of new terms. However for the avoidance of doubt and to the extent the
provision applies NZXR has granted a waiver.
AMP NZ OFFICE TRUST
Multiplex Property Trust ("MPT") has sold its holding in ANZO's Mandatory Convertible Notes (MCN's) to ABN Amro and institutional investors at
$1.03 per MCN. The sale will provide total proceeds of NZ$29.4 million. The MCN's were acquired at the issue price of $1.00 through the 2 for 9
rights issue undertaken in July 2004 and offer an interest coupon of 8.5%. The MCN issue partly funded ANZO's acquisitions of Mobil on the Park
and The State Insurance Office in Wellington. Multiplex remains fully committed to the AMP NZ Office Trust and remains the largest unitholder with
approximately 29% of the ordinary issued capital. Multiplex will continue to support the growth of the trust. The proceeds will be utilised by MPT to
acquire a core holding in the Multiplex Acumen Property Fund ("MPF") at $1.07. Multiplex Acumen Unitholders approved MPT acquiring up to 19.9%
of issued capital at $1.07 at a unitholders meeting on 21st January 2005. MPT's investment in MPF is consistent with Multiplex's philosophy of
having a cornerstone investment in each of its managed funds. Based on the current FY'05 distribution forecast of 10 cents per unit the cash yield
on MPT's investment will be 9.35%.
BAYCORP ADVANTAGE LIMITED
Half Year Announcement of Financial Results and Dividend Payment BAYCORP ADVANTAGE ANNOUNCES 19% INCREASE IN HALF-YEAR
EARNINGS AND RESUMPTION OF DIVIDEND PAYMENTS . Baycorp Advantage Ltd (BCA) today announced a 19% increase in adjusted net
profit (before significant items, write-downs and amortisation of goodwill) to A$16.8 million for the six months ended 31 December 2004. Net profit
attributable to shareholders was A$19.5 million (2003: loss of A$149.8 million). Adjusted earnings per share increased to 7.4 cents per share (2003:
6.2 cps). The Company will pay an interim dividend of 6.0 cents per share (fully franked for Australian shareholders and fully imputed for New
Zealand shareholders). The dividend is the first in two years, and is payable on 23 March 2005. The Group remains committed to its previously
stated dividend policy of distributing 70% to 90% of attributable profits. Baycorp Advantage's Managing Director, Andrew Want, said today: "This
result reflects the continued resilience of our credit bureau and information services businesses. These businesses produced a sound result in the
face of a softening consumer credit market, brought about by a fall off in the rate of new credit growth in the credit card and residential mortgage
markets. Of particular note in this half was the strong growth in profitability from our Solutions Group and the achievement of a maiden profit in our
Singapore venture. Our receivables management business is now in a stronger position to move forward and has been successful in improving
productivity, building customer confidence and restoring sales momentum." Key features of the result include: o Sales revenue from continuing
operations steady at A$97.3 million; o Continued growth in Business Information Services (BIS), despite a softer credit market; o An increase in
revenues from the Solutions Group (BSG) of 31%, to A$7.5 million; o Further improvements in efficiency, with the ratio of operating costs to revenue
improving from 50.2% to 48.6%; o A maiden profit from Baycorp Advantage's Singapore joint venture, Infocredit Holdings Pte Ltd (Singapore); and o
Finalisation of the Vero litigation, recouping legal expenses of A$5.583 million plus accrued interest. The Group generated cash flows from operating
activities of A$23.8 million during the period, enabling it to further strengthen the balance sheet. At 31 December 2004, the Group held net cash of
A$2.0 million. Adjusted earnings before interest, tax and goodwill amortisation (excluding significant items) [EBITA] for the period declined
marginally to A$23.3 million (2003: A$23.6 million). Mr. Want noted that: "Revenues in our BIS business continued to grow during the period and we
have gained market share in commercial credit reporting. Margins in the BIS business were affected by strong growth in third party data enquiries
which, although carrying a higher cost of sales, further broaden the Group's revenue base." Baycorp Advantage Collection Services (BCS), the
receivables management business, recorded EBITA of A$0.2 million (2003: A$0.7 million). Revenues declined significantly to A$29.1 million (2003:
A$33.8 million) following the company's decision in 2004 to tighten the investment criteria in respect of the acquisition of new ledgers. BCS's
revenues are expected to pick up in the second half, after the acquisition of A$7.8 million of new ledgers. These ledgers were secured under the
Group's new, tighter investment criteria, towards the end of 2004. Other opportunities are expected to come to fruition in the second half of the
financial year. Mr. Want said: "During the past six months we have re-laid the foundations for the BCS business. We have put in place a new
management team and continued to improve customer engagement and relationships. We have moved to leverage the Group's data and analytics
capabilities for the benefit of BCS's customers, the pipeline of new opportunities has increased, and we are now better placed to convert those
opportunities to revenue. Over the past year we have focused on improving customer engagement, sales performance and efficiency across the
Group. Over the medium term we will invest further in our technologies, data assets and analytics capabilities, and particularly in our people, to
continuously improve the value we can create for our customers." Baycorp Advantage reaffirmed its expectation for growth in adjusted basic
earnings per share of between 10% and 15% for the 2005 financial year, with the current expectation of a final result towards the upper end of the
guidance range. Baycorp Advantage Limited's principal activities are in the provision of business intelligence, data driven credit risk management,
marketing solutions and receivables management services. The Preliminary Report, Appendix 4D and Directors' commentary and analysis of
financial results can be viewed at www.baycorpadvantage.com. Dividends payable to shareholders registered in New Zealand will be converted to
NZ$ on 4 March 2005. Record date for determining entitlements to the interim dividend 3 March 2005 Payable on 23 March 2005
NEW ZEALAND EXCHANGE LIMITED (NZXR)/ SMITH CITY GROUP
Following is an amendment to the NZXR Regulation decision published yesterday, 16 February 2005. The date in paragraph 12b of this decision
announced yesterday was incorrect. Please find the correct date in the following decision. Apologies for any confusion.
NZXR Regulation
Smiths City Group Limited ("SCY") - Waiver from Listing Rule 3.3.1(c)
Background
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1.We are informed that at the present time the board of SCY consists of 2 directors who have been identified and confirmed as Independent
Directors pursuant to NZSX Listing Rule 3.3.1A.
2.Pursuant to Listing Rule 3.3.1(c), SCY is required to have at least 2 directors who are Independent Directors.
3.We are informed that one of the Independent Directors of SCY will tender a resignation in the very near future because of personal reasons
unrelated to the directorship.
Application
5.Given the above, SCY has requested a waiver from the requirement of Listing Rule 3.3.1(c) for its board to include a minimum of two independent
directors for a board of less than eight members.
6.As a consequence of SCY's request for a waiver from Listing Rule 3.3.1(c), SCY has also requested a waiver from the requirements of Listing
Rule 3.6.2(c) which provides that an issuer's audit committee shall have a majority of independent directors.
7.SCY requested that this waiver be granted from Listing Rules 3.3.1(c) and 3.6.2(c) for a limited period to allow the SYC to appoint an Independent
Director.
8.SCY has requested that the waiver be in effect for four months on the basis that this time will allow SCY to reach a stage where it will have audited
annual accounts substantially completed for the year ended 30 April 2005. SCY submit that they would expect any prospective new director would
prefer to see accounts which are less than 7 weeks old before making a decision rather than use accounts which are 13 months old.
Listing Rules 3.3.1(c) and 3.6.2(c)
9. Listing Rule 3.3.1(c) provides that: "Board Composition: The composition of the Board shall include the following:
(c)the minimum number of Independent Directors shall be two or, if there are eight or more Directors, three or one-third (rounded down to the
nearest whole number of Directors) of the total number of Directors, whichever is the greater."
10.Listing Rule 3.6.2(c) provides that: "Composition of an Issuer's Audit Committee: The Audit Committee shall: (c) have a majority of members that
are Independent Directors;"
Decision
11.NZXR has considered SCY's application for a wavier from Listing Rules 3.3.1(c) and 3.6.2(c) and on the basis that the information contained in
SCY's application is complete and accurate NZXR grants, subject to paragraph 12 of this decision, SCY a temporary waiver from Listing Rules
3.3.1(c) and 3.6.2(c) to allow:
(a) the SCY board to comprise of one independent director instead of two as required by Listing Rule 3.3.1(c); and
(b)SCY's audit committee to have one independent director instead of a majority of independent directors as required by Listing Rule 3.6.2(c).
12. The temporary waivers granted to SCY from Listing Rules 3.3.1(c) and 3.6.2(c) as outlined in paragraph 11 above will expire at the earlier of:
(a)the appointment of a replacement Independent Director; or
(b)four months from the date of the granting of these waivers from Listing Rules 3.3.1(c) and 3.6.2(c), being 16 June 2005.
Reasons
13.In reaching this decision NZXR considered and accepted the following points in support of SCY's application:
(a)The waivers from Listing Rules 3.3.1(c) and 3.6.2(c) are only temporary and will fall away once either a replacement Independent Director is
appointed by the SCY board or after four months from the date of this decision.
(b)NZXR considers there is merit in SYC's submission that it would assist appointment of an Independent Director if SCY can provide accounts
which are less than 7 weeks old (verses accounts which are 13 months old).
(c)NZXR has established precedents for allowing temporary waivers from Listing Rules 3.3.1(c) and 3.6.2(c).
NZSX 50 PORTFOLIO INDEX FUND (NS)
NZSX 50 Portfolio Index Fund (NS) has provided an Appendix 7 relating to the announcement of the Waste Management NZ Limited Final Dividend.
Amount per security: $0.000897616. Record Date: 11/03/2005. Payment Date: 20/09/2005.
WESTPAC (NZ) INVESTMENTS LIMITED
Listing Rule 3.6 relates to the establishment, composition and responsibilities of an Audit Committee. On 29 October 2004, NZX Regulation granted
Westpac (NZ) Investments Limited (WPT) a temporary waiver from Listing Rule 3.6 to allow the board of WPT to consider whether to accept a draft
partial waiver or to comply with Listing Rule 3.6. The board of WPT elected to comply with Listing Rule 3.6, and, at its recent meeting, established
an Audit Committee in accordance with that Listing Rule.
WRIGHTSON LIMITED
This is to notify you in accordance with listing rule 7.12.1 of the issue of securities. Class of securities. - ordinary shares Number issued - 176,842
$1.13 per share Payment method. - cash in full Percentage of total class. - 0.13% Reason for the issue. - exercise of share options Authority for
the issue. - shareholder approved option plan Terms of the issue. - rank equally with existing ordinary shares Total number of securities after issue.
- 140,888,551 Date of issue. - 17 February 2005
PUMPKIN PATCH LIMITED
SUMMARY OF PRELIMINARY HALF YEAR REPORT ANNOUNCEMENT Pumpkin Patch Limited Half Year Ended 31 January 2005
This report has been prepared in a manner which complies with generally accepted accounting practice and gives a true and fair view of the matters
to which the report relates and is based on unaudited financial statements
CONSOLIDATED OPERATING STATEMENT
Current Half Year NZ$'000; Up/Down %; Previous Corresponding Half Year NZ$'000
TOTAL OPERATING REVENUE: $138,979; up 39%; $99,730
OPERATING SURPLUS BEFORE UNUSUAL ITEMS AND TAX: $18,610; up 126%; $8,229
Unusual items for disclosure: nil; n/a; nil
OPERATING SURPLUS BEFORE TAX: $18,610; up 126%; $8,229
                                                                                                                                              Page 337

Less tax on operating profit: $6,071; up 120%; $2,766
OPERATING SURPLUS AFTER TAX ATTRIBUTABLE TO MEMBERS OF LISTED ISSUER: $12,539; 129%; $5,463
Earnings per share: 7.53 cps; up 129%; 3.28 cps
Interim Dividend: 3.75cps
Record Date: 24 March 2005
Date Payable: 6 April 2005
Tax credits on interim dividend: Fully imputed for New Zealand tax purposes. Fully franked for Australian tax purposes.
Unaudited results for the six months ended 31 January 2005 (Note: all references to dollars are NZ Dollars unless otherwise stated)
Pumpkin Patch Limited has today announced its unaudited result for the six months ended 31 January 2005. Group turnover reached $139.0m; 39%
above the same period last year of $99.7m. This was the result of the continued strong trading performances across all segments, especially the
New Zealand, Australian, and United Kingdom retail markets, and growth in wholesale accounts. These strong trading performances, combined with
the continued focus on inventory and margin management, lead to an increase in EBIT to $19.0m; 99% above the same period 2004 of $9.6m. Net
profit after tax of $12.5m was 129% above the same period last year of $5.5m. Australia Retail Australian retail stores achieved AUD sales of
$70.4m; an increase of 27% on the same period last year. In NZD terms sales were $80.2m; 28% above last year. The increase in sales was the
result of the full year sales impact of stores opened in past periods, and good inventory management at store level allowing the stores to take
advantage of the generally favourable overall retail trading conditions in Australia. Australian Retail EBIT was $11.8m; 75% above the same period
last year. As a percentage of sales EBIT increased to 14.7% compared to 10.7% last year. Australian stores now number 68. The Company plans to
open an additional 6 stores before year end and continues to identify new store locations for coming years. New Zealand Retail New Zealand retail
sales grew 43% on the same period in 2004 to $29.3m. This resulted mainly from new store openings and the effect of the 14 HBKGirl stores
purchased in May 2004. Adjusting out the HBKGirls stores, turnover from Pumpkin Patch stores was up 27% on 2004. EBIT from the New Zealand
Retail segment grew 32% to $4.6m. Despite the introduction of the HBKGirl stores, which operate at lower profitability levels than Pumpkin Patch
stores, the EBIT percentage is up 1.7% to 15.7% when compared to the full year 2004. This reflects the improved profitability across the New
Zealand Retail segment. During the period the rebranding of HBKGirl stores to the Urban Angel Girl format continued. The positive store level EBIT
generated by the new format stores reinforces the Company's belief that the Urban Angel Girl format offers future opportunities to increase earnings.
The rebranding process is expected to be completed by year end however the benefits of this will not be seen until the 2006 year. New Zealand
store numbers now total 44 (Pumpkin Patch 30, Urban Angel Girl 14). The Company does not expect to open any new stores before year end.
United Kingdom Retail Turnover of GBP5.1m for the period was 50% above the same period in 2004. In NZD terms sales were $13.6m, or 35% up
on 2004. The improved trading results experienced late in the 2004 financial year have carried across into 2005 with the older more established
stores all trading above levels seen in past periods. This has been particularly pleasing in light of the soft overall retail environment in the United
Kingdom. This improved trading performance has resulted in the segment generating its first positive EBIT for a six month period of $0.3m. This is a
substantial improvement on the EBIT loss of $1.2m for the same period last year. Four new stores have opened year to date taking total store
numbers to 13. The full impact of these new stores will not be seen until the 2006 financial year. All start up costs of these newly opened stores have
been fully expensed in this half year period. The Company has confidence in the Pumpkin Patch brand's future in this market and as such it plans to
open 2 new stores before year end and is actively identifying new store locations for the 2006 financial year. Wholesale and Direct The international
wholesale relationships the Company has worked hard to establish over the last 3 to 4 years have begun to generate increased orders from the
major wholesale customers, in particular from the United States, the Middle East, and Ireland. Segment turnover totaled $16.0m; 148% up on the
same period in 2004. EBIT for the period was $2.4m or 165% above the same period last year. EBIT as a percentage of sales increased to 15.1%
from 14.1% last year, reflecting the change in sales mix towards wholesale away from other direct turnover. Although the Company continues to
research future wholesale relationship opportunities these take many years to reach their full potential from both a revenue and earnings
perspective. The main focus at present is to develop existing relationships. Cash Flows and Balance Sheet Total cash flows for the period were
$6.5m; $6.0m higher than the same period last year. The cash flow benefit of improved profitability was offset by increases in working capital, mainly
inventory and wholesale receivables. Capital expenditure spend was $2.9m higher than last year due to the increased number of store openings.
Financing cash outflows were $9.7m lower in the current period as all term debt was repaid in the 2004 financial year. At 31 January 2005 the
company had total bank funds of $1.9m versus total debt at 31 July 2004 of $4.6m. Net assets at 31 January 2005 were $76.1m versus $63.5 at 31
July 2004. Inventory decreased $5.8m due to improved trading levels and the timing of deliveries from suppliers. Property plant and equipment
increased due to increased store openings while increased wholesale sales activity lead to an increase in trade receivables. All of these movements
combined to leave total assets relatively unchanged at $100.7m. Reductions in trade creditors, due to the timing of inventory deliveries from
suppliers and the repayment of all borrowings lead to a $12.9m reduction in total liabilities. Dividend The Directors have approved the payment of
the Company's first dividend since listing. A fully imputed interim dividend of 3.75 cents per share will be paid on 6th April 2005, with a record date of
24th March 2005. The dividend will be fully franked for Australian shareholders. Non-resident shareholders will receive a supplementary dividend.
The above interim dividend is in line with the stated policy of distributing 50% of net profit after tax. Summary The Company is extremely happy with
the result for the 6 month period and believes it confirms the strength of the Pumpkin Patch brand in its main retail markets and the potential the
brand has in its developing international markets. Given current trading conditions in each of its markets continue on through into the second six
months of the financial year, the Company reconfirms its earlier full year guidance of Net Profit After Tax being not less than $23.0m .
AMP LIMITED
Stronger underlying business performance and the benefits of improved investment markets have contributed to a consolidated bottom line profit of
A$934 million for AMP Limited in the year to 31 December 2004. This compares with a bottom line loss of A$5.54 billion in the previous
corresponding period, a figure that included writedowns on UK assets and an accounting loss on AMP's demerger. Business unit operating margins
rose 11 per cent to A$599 million for the year. The underlying contribution, which smooths out investment market volatility, rose 10 per cent to
A$671 million, and by 20 per cent after allowing for the additional interest expense in 2004 on debt transferred from HHG at demerger in December
2003. The Board of Directors has declared a final dividend of 14 cents per share (75 per cent franked), payable on 26 April 2005. This takes the total
dividend for the year to 27 cents, compared with 16 cents in the previous corresponding period. The final dividend has been approved by APRA.
AMP has also announced today a A$750 million capital return to shareholders (40 cents per share) and redemption of A$265 million in debt (see
                                                                                                                                             Page 338

separate ASX release). Chief Executive Officer Andrew Mohl said that 2004 was a year of consolidation with a focus on four key areas and good
progress made in each - reducing unit costs: cost to income ratio down three percentage points to 42 per cent and total controllable costs down by
3 per cent to A$813 million - growing cashflows: a turnaround of A$1.7 billion in net cashflows in AMP Financial Services to A$1.2 billion, and a
turnaround of A$4.9 billion (excluding LPT outflows of A$4.1 billion) in net external cashflows in AMP Capital Investors to A$2.2 billion; -
outperforming on investments: 86 per cent of Australian funds under management met or exceeded their benchmarks in 2004; and - lowering
gearing: group debt reduced by A$2.8 billion to A$1.5 billion at least six months earlier than expected with gearing (defined as debt to debt plus
equity) halved to 27 per cent. AMP's goal of restoring its 'A'-grade credit rating was achieved in August 2004. "Following the demerger of our UK
operations in 2003, we were clear about the task at hand: to run the company better than it's ever been run before," Mr Mohl said. "Our focus on
improving the operational efficiency of the business positioned us well in the favourable investment market conditions of the past year. "Overall, the
first year of post-demerger results for AMP are encouraging and underline our continuing transformation from a traditional life insurance company to
a modern wealth management company." Review of business unit performance In AMP Financial Services (AFS), operating margins rose by 15 per
cent to A$475 million for the year, reflecting higher new business volumes, improved investment markets and lower costs. The contemporary
business continued to grow rapidly, with operating margins rising by 55 per cent and accounting for 52 per cent of total AFS operating margins (39
per cent in 2003). Return on Invested Capital (RoIC) rose 2.2 percentage points to 17 per cent. Unit cost reductions remain a key driver for AFS.
The cost to income ratio fell from 41 per cent to 39 per cent while total controllable costs were down A$22 million to A$553 million. Gross inflows
grew 19 per cent for the year to A$9.35 billion and outflows were 3 per cent lower at A$8.17 billion. Persistency rose from 82.6 per cent to 83.5 per
cent, reflecting improved retention strategies and market sentiment. In terms of value measures, traditional embedded value rose by 25.4 per cent to
A$7,159 million (before transfers). Higher investment markets, new business and cost savings drove growth with a partial offset from the impact of
fee reductions for superannuation and pension products (effective 1 November 2004). The Value of New Business (VNB) rose 19 per cent to A$284
million. This comprised an increase in Australian Contemporary and New Zealand VNB of 25 per cent, while Australian Mature VNB fell by 18 per
cent. AMP Life remains strong with shareholder capital A$904 million above shareholder minimum regulatory capital requirements at 31 December
2004. For the year, a total of A$1.7 billion was transferred to AMP Group comprising profits, franking credits and capital excess to target surplus
requirements. This transfer was again supported by earnings growth, the strength of investment markets and the value added by AMP Capital
Investors relative to benchmarks. In New Zealand, underlying profit rose to A$54 million in 2004 from A$50 million in the previous corresponding
period. Operating margins grew by 9 per cent to A$47 million. Net cashflows were a negative A$55 million for the year, although this was an
improvement on the previous year's outflow of A$152 million. Strong growth in risk business and risk market share was a highlight in the result. In
AMP Capital Investors, investment performance improved further with 86 per cent of all Australian assets under management meeting or exceeding
their benchmarks in 2004. The Balanced Growth Fund, with A$3.5 billion in assets, achieved top quartile investment performance. This improved
investment performance, coupled with stronger investment markets, resulted in a net A$2.2 billion in external cash flows. Sales were particularly
strong in the Japanese distribution channel with the Nikko AMP Global REIT Fund - a global listed property securities fund - attracting A$1.5 billion
in funds under management at 31 December. Operating margins grew by 7 per cent to A$73 million despite the loss of A$8 million in LPT margins.
Total fee income rose by A$19 million to A$301 million due to an increase in performance and transaction fees. This reflected stronger investment
performance as well as the execution of a number of structured debt and private capital transactions including a joint venture for the management of
DUET, a listed energy infrastructure fund. Return on Invested Capital rose from 27.1 per cent to 30.7 per cent, driven by the growth in operating
margins. Assets under management grew by 17 per cent to A$78.9 billion, reflecting net cashflows and strong investment markets. Cobalt/Gordian
continues to manage the run-off of its insurance and reinsurance operations with pleasing results. Operating margins were ahead of plan at A$51
million, reflecting positive net claims and commutations, while liabilities were reduced by 26 per cent. This business remains tightly managed with a
focus on profit maximisation and increasing surplus capital for release. IFRS AMP's 2005 interim results (to be released 18 August 2005) will
comply with Australian International Financial Reporting Standards (AIFRS). The main impact will be a reduction in AMP's opening capital position
for 1 January 2004, reflecting different treatment of assets and liabilities. The IFRS changes are accounting changes only - they are non-cash and
have no impact on value. AMP's key value measures, EV and VNB, will not be impacted, while dividends and ratings will also not be affected.
Outlook & conclusion Mr Mohl said that AMP was well positioned in 2005 to build on the achievements of 2004. "With fair markets in 2005 we expect
moderate growth in AFS operating margins as the business grows, notwithstanding the loss of the transitional tax relief which ends on 1 July," Mr
Mohl said. "Our value measures - embedded value and value of new business - are expected to grow strongly and are more representative of
underlying trends in the business. "In AMP Capital Investors, we expect solid growth in operating margins. "Cobalt/Gordian remains focused on
running down its liabilities and releasing capital. Initially, this will involve the cancellation of existing loans to AMP of A$237 million (at December
2004). "AMP will continue its policy of paying out 75 per cent of underlying contribution as dividends with 75 per cent franking in 2005. In addition to
the proposed 40 cents per share capital return (A$750 million) this year, shareholders can expect a further capital initiative in 2006, subject to fair
markets, and consistent with our intention to return excess capital to shareholders while maintaining the Group's 'A'-grade credit rating. "At a Group
level, underlying return on equity is expected to rise strongly in 2005 and beyond given higher operating margins, the effects of IFRS and improved
capital efficiency." The five key measures that AMP will use to measure its success are underlying return on equity, value of new business, total
operating margins, investment performance and controllable costs. Looking at the longer-term perspective, Mr Mohl said that AMP was well
positioned with the wealth management industry expected to grow at rates well above the economy as a whole. AMP has the pre-eminent brand in
the sector, the largest adviser network, market-leading cost efficiency, a broadly-based investment capability and an increasingly performance
driven culture. AMP has also taken significant steps to improve the governance and control framework of its business in recent years. At a Group
level, priorities have included an improvement in risk management processes and oversight and stronger representation of non-executive directors
on major subsidiary boards. Risk capital requirements have also been substantially reduced as the business is increasingly driven by fee-for-service
products and less by providing guarantees on capital invested. In AFS, AMP Financial Planning has driven significant change in the business that
will continue in 2005, including the introduction of simple advice packages for consumers and the most comprehensive planner development
program in Australia. AMP Capital continues to develop its strategy to introduce specialist funds, build asset management distribution capabilities in
Asia and establish partnerships with other specialist fund managers. "In summary, the results in 2004 represent a first step in our goal to be
acknowledged as a high performing company," Mr Mohl said. "Post demerger, AMP has gathered strong momentum and we are well positioned to
build on these encouraging results in the year ahead." The Board of Directors has declared a final dividend of 14 cents per share (75 per cent
franked), payable on 26 April 2005. This takes the total dividend for the year to 27 cents, compared with 16 cents in the previous corresponding
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period. The final dividend has been approved by APRA. A full copy of the Appendix 4E, Investor Report and Investor Presentation can be requested
from Listed Company Relations by emailing lcr@nzx.com.
AMP Limited shareholders will receive a capital return of around A$750 million - or 40 cents a share - and Group debt will be reduced by A$265
million in a proposed total return of just over A$1 billion in the first half of 2005. AMP Chief Executive Officer Andrew Mohl said shareholders would
have the opportunity to approve the capital return at the Annual General Meeting in May. If approved, payment will be made in mid-June. Of the
A$750 million to be returned to AMP shareholders, around 43 per cent or A$320 million will be paid to retail investors. The median number of
shares that an AMP retail investor owns is around 400, providing a capital return of A$160. AMP has approximately 88,000 shareholders in New
Zealand. AMP understands the capital return of A$0.40 will be treated as a dividend for NZ tax purposes. AMP proposes A$1 billion capital return
and debt repayment AMP Limited shareholders will receive a capital return of around A$750 million - or 40 cents a share - and Group debt will be
reduced by A$265 million in a proposed total return of just over A$1 billion in the first half of 2005. AMP Chief Executive Officer Andrew Mohl said
shareholders would have the opportunity to approve the capital return at the Annual General Meeting in May. If approved,payment will be made in
mid-June. Of the A$750 million to be returned to AMP shareholders, around 43 per cent or A$320 million will be paid to retail investors. The median
number of shares that an AMP retail investor owns is around 400, providing a capital return of A$160. "AMP is entering a new phase of its capital
management plans," Mr Mohl said. "In 2004, our priorities were to pay down debt and restore our 'A'-grade credit rating. We achieved these goals
more than six months ahead of schedule with debt reduced by twothirds to A$1.5 billion, gearing halved to 27 per cent and our credit rating lifted to
A- I August last year. "AMP's approach to this next phase of capital management will be measured and disciplined. In 2005, we will begin to return
capital to shareholders while ensuring our gearing and interest cover are at appropriate levels to retain our 'A' credit rating. We will also continue to
reinvest for profitable growth in our core businesses. "This approach will continue in 2006, when we expect to make a further capital return to
shareholders, subject to fair market conditions. The quantum, timing and form of this capital return are yet to be determined." Mr Mohl said that the
structure of the proposed capital return this half-year was the simplest and fairest way to return excess capital to AMP shareholders, an important
consideration given the large retail shareholder base. The capital return has been approved by APRA. An Australian Tax Office (ATO) ruling on the
proposed capital return is in progress. AMP has applied to the ATO to treat the capital return as a reduction in the cost base and not as a taxable
dividend. In addition to the 40 cents per share capital return to shareholders, AMP will pay down debt to ensure its gearing ratio is maintained at
current levels. AMP plans to redeem its outstanding A$265 million in Income Securities at face value. Under the terms and conditions contained in
the Trust Deed for the Income Securities, AMP may redeem the securities any time after 10 February 2005. The securities will be redeemed on the
next coupon payment date of 10 May 2005. Income Securities holders do not need to do anything - they will be sent a redemption notice at the
beginning of April. The final payment of the face value and interest on the securities will be made on 10 May. "The redemption of the Income
Securities is the most efficient way for AMP to reduce its debt and maintain its gearing at current levels. In addition, the securities are now relatively
illiquid," Mr Mohl said. There are approximately 19,000 Income Securities holders remaining on the register. The securities trade on the Australian
Stock Exchange and have a face value of A$100 each. Following the capital return and the redemption of the income securities, AMP will have
A$1,288 million in debt while gearing (defined as debt to debt plus equity) will be maintained at around 27 per cent, in line with the group's focus to
retain its 'A'-grade credit rating. The capital return and debt repayment will be funded from surplus capital, which stood at over A$2.1 billion at 31
December 2004. Following the A$1 billion reduction in capital, investment income will decrease by around A$48 million after tax per annum. The
A$265 million repayment of debt will result in a decrease in interest expense by around A$13 million after tax per annum. Return on equity (based
on underlying contribution divided by monthly average shareholder equity for the period) will increase as a result of the capital reduction. For
example, return on equity in 2004 of 17.7 per cent would have been around 21 per cent if the proposed capital return had taken place at the
beginning of the year. If shareholders at the Annual General Meeting approve the proposed capital return on 19 May 2005, AMP shares will trade
ex-entitlement from 20 May 2005. Documentation for the capital return is expected to be sent to shareholders in early to mid April.
COLES MYER LIMITED
COLES MYER 2005 first half sales up 17% First half performance highlights - Group sales up 17% to $18.3 billion - comparative sales up 4.9%
Outstanding sales growth in Target (8.5%), Kmart (7.5%) and Officeworks (12.3%) - Food and Liquor sales up 5.8% - comparative sales up 3.8% -
Group margin expansion - Earnings guidance confirmed Coles Myer Ltd (CML) today announced first half sales of $18.3 billion, an increase of 17%
for the 26 weeks ended 23 January 2005 (Q2: 13.9%). "Coles Myer has continued to perform strongly through the first half, including the important
Christmas and New Year trading periods," Mr Fletcher said. "We are delighted that sales across the Group continued to grow strongly over the half
in a highly competitive retail market despite the removal of the Shareholder Discount Card. "Kmart, Target and Officeworks have all delivered
outstanding results in the face of tough competition, while the pace of growth in Food and Liquor continued to be strong as we restructured our
supermarket and liquor businesses. "Myer improved sales even with the removal of the shareholder discount. "We continue to make good progress
against our strategy and towards our aspirational earnings goal of $800 million in FY06," Mr Fletcher said. Food and Liquor The Food and Liquor
business recorded sales growth of 5.8% (Q2: 5.1%) and a comparable sales increase of 3.8% for the half (Q2: 3.1%). Sales growth was
accompanied by solid improvements in underlying EBIT margins for the half. This result was achieved in a very competitive market as fuel cycled in
Victoria, New South Wales, Tasmania and the ACT. Inflation remained under pressure, dropping 50 bps during the second quarter to less than 1%.
The volatility in fresh food prices continued to impact supermarket prices. Significant structural change took place in our Food and Liquor business
during the half. The liquor business headquarters was moved from Sydney to Melbourne and is now working more closely with our supermarkets on
new customer initiatives and gaining co-location efficiencies. The supermarket business was also restructured to form one central team managing
two brands to deliver benefits to both customers and shareholders from a business that is now leaner, more agile and closer to the customer. These
structural changes will bring benefits in the medium and long-term that will far outweigh the limited business impact during their implementation.
While sales growth in supermarkets remained strong, the growth rate in the liquor business was affected by the intensity of competition during the
half. The new store program continued to plan, with a further 20 new supermarkets and 10 liquor outlets opened in the half. Looking forward, Food
and Liquor sales are expected to be driven by great value and innovative offers across the network, including the continued expansion of our fresh
offer and development of our house brands range. Coles Express recorded a strong sales increase nationally of 207.3% (Q2: 140.5%), with
comparative sales growth of 17.9% (Q2: 16.7%). While the sales result largely reflects the increase in oil prices during the half, the business
continued to receive a strong customer response and underlying volume trends continued to grow. Convenience store sales also recorded a solid
increase, with the convenience business remaining a growth opportunity for Coles Express. Kmart sales increased by 7.5% (Q2: 6.6%), with
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comparative sales growth of 6.2% (Q2: 5.3%) in the half. Kmart's excellent result was achieved during a very competitive period in the discount
department store sector. In general merchandise, highlights included strong performances in Toys, Sporting Goods, Home and Christmas
merchandise. Kmart's apparel division experienced strong sales across all categories, including Footwear and Accessories, both in the lead up to
Christmas and in post-Christmas sales. Kmart continued its focus on providing customers with great value on up to date merchandise, combined
with new and exciting events and a convenient shopping environment. Kmart opened four new stores during the half. Officeworks recorded an
outstanding performance, with sales growth of 12.3% (Q2: 16.6%) and comparative growth of 7.4% (Q2: 9.6%). Officeworks' intensive "Back to
School" campaign in January was very successful. Officeworks opened five new stores during the half, with the business well on track to achieve
the planned six to nine for FY2005. Myer reported a sales increase for the half of 1.4% (Q2: 2.1%), with comparative sales growth of 1.1% (Q2:
1.8%). Myer's second quarter sales increase was a significant improvement on flat first quarter sales despite a delayed start to Christmas, with sales
momentum building through to a strong January. The key businesses of Women's, Men's, Cosmetics, Accessories, Footwear, Home and Miss Shop
all delivered solid increases. However, sales at both Myer and Megamart were not as strong in Electrical and Furniture - as anticipated, the
categories most affected by the removal of shareholder discount. While underlying EBIT margins continue to show improvement, implementation
costs associated with the launch of MYER One are expected to have an impact on earnings growth. The MYER One program reached a milestone
of 350,000 members during the quarter, continues to attract new shoppers and will, as it matures, further enhance the turnaround of this brand
Megamart reported a sales decrease for the half of 9.4% (Q2: (10.2%)). The brand showed improvement late in the half following its relaunch in
December as customers responded to the updated product offer, new marketing and in-store focus on electrical solutions. However, margins
remained under cost pressure due to the relaunch. Target's sales increased by 8.5% (Q2: 7.0%), with comparative sales rising by 7.7% for the half
(Q2: 6.2%). Target's comparative sales were outstanding considering the highly competitive environment. Target had an exceptional merchandise
offer across the board, combined with excellent store execution. Following Christmas and Stocktake, Target had strong sell through of summer
apparel and Christmas related merchandise. During the second quarter, new category items were introduced with great results and, in January,
winter apparel arrived on the sales floor with a very encouraging early response. Target's continued focus on the right merchandise, events, store
layout and execution should position the business well for the remainder of FY2005. Emerging Business sales growth for the half was 11.5% (Q2:
10.9%), with comparative growth of 6.2% (Q2: 6.2%). Coles Online and Harris Technology continued to grow in competitive markets. Effective for
FY05, the Emerging Businesses reporting segment ceases to exist. Coles Online will be reported as part of the Food and Liquor segment and Harris
Technology as part of Officeworks. Attached within the Financials section of this news release are the restated F&L and Officeworks sales for Q2
and first half, with the changes in relevant reporting segments. All reporting will reflect this change, commencing with the forthcoming first half profit
release. Outlook - Although trading conditions in FY2005 are expected to remain highly competitive, the Group still expects to achieve double digit
sales growth for FY2005. FY2005 earnings guidance remains unchanged at an increase of around 18% in underlying earnings (NPAT) to $670 -
$680 million. This is after expensing the net supply chain implementation costs, the restructuring costs of the organisational change in food and
liquor, the implementation of the MYER One program and the repositioning and relaunch of Megamart.
TAYLORS GROUP LIMITED
Taylors Group Limited advises the interim dividend of $0.07 per share will be paid on Thursday 24 March, one day earlier than previously advised.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
ANZ National Bank Limited today announced it was well placed to accelerate business momentum and capitalise on its leading brands and market
position following 3.8% lending growth in the December 2004 quarter (16.1% annualised). The comments coincide with ANZ National Bank Limited's
General Disclosure Statement1 for the quarter ended 31 December 2004 which showed an operating profit after tax, including goodwill amortisation
and integration costs, of NZ$180 million. ANZ National Bank December Quarter Performance Summary - Operating profit after tax, including
goodwill amortisation and integration costs, for the December 2004 quarter was NZ$180 million, in line with the September quarter - Cost-income
ratio, excluding goodwill amortisation, decreased to 47.4% from 47.7% - Total lending and advances up NZ$2,321 million (3.8%) - Total customer
deposits up NZ$839 million (2.0%) - Net interest margin down 2 basis points to 2.76% - Staff engagement in "high performance" category at 64% -
NBNZ customer satisfaction highest of peers, ANZ improving All comparisons with September 2004 General Disclosure Statement. - ANZ National
Bank Chief Executive Sir John Anderson said: "Our financial performance in the December quarter was respectable in the context of our integration
work and the mortgage price war which has now ended. We achieved much higher than expected volume growth, customer satisfaction at NBNZ is
the highest of the major banks, and we are seeing good improvements in retail customer satisfaction at ANZ. "Combined with staff engagement
levels in New Zealand that are among the highest in the ANZ Group, customer growth levels which are above expectations, and an integration on
track for completion this year, we are confident that we have a strong foundation for the future. "To build on this foundation, we are now moving
from a focus on integration to strategically positioning the Bank's two brands to build market share. We have a strong and stable management team
in place, we are investing in retail banking staff levels in both brands, and further expanding our points of representation. The underlying momentum
in the business leaves us well placed for improved financial results going forward," Sir John said. Operating profit for the quarter reflected
constrained net interest income growth of 1.7% predominantly as a result of severe price competition in the home loan market. Other income was
lower, primarily in capital markets and Treasury businesses, which were adversely impacted by the interest rate environment in New Zealand. Costs
were well managed. Customer deposit growth has been strong, up 2.0% in the quarter (8.2% annualised). This reflects our focus on retail deposit
growth in both the ANZ and National Bank networks, assisted by the rising interest rate environment. ANZ National Bank's asset growth was 3.8%
for the quarter, broadly maintaining market share. Rural lending was up 1.5% compared to market growth of 0.7% reflecting The National Bank's
strong rural franchise and service proposition. Mortgage lending grew by NZ$1,141 million in the quarter, which represents a 73% increase
compared to volume growth in the September quarter. Over recent months, the ANZ brand has maintained home loan market share.
ANZ NATIONAL BANK LIMITED
ANZ National Bank Limited today announced it was well placed to accelerate business momentum and capitalise on its leading brands and market
position following 3.8% lending growth in the December 2004 quarter (16.1% annualised). The comments coincide with ANZ National Bank Limited's
General Disclosure Statement1 for the quarter ended 31 December 2004 which showed an operating profit after tax, including goodwill amortisation
and integration costs, of NZ$180 million. ANZ National Bank December Quarter Performance Summary - Operating profit after tax, including
                                                                                                                                            Page 341

goodwill amortisation and integration costs, for the December 2004 quarter was NZ$180 million, in line with the September quarter - Cost-income
ratio, excluding goodwill amortisation, decreased to 47.4% from 47.7% - Total lending and advances up NZ$2,321 million (3.8%) - Total customer
deposits up NZ$839 million (2.0%) - Net interest margin down 2 basis points to 2.76% - Staff engagement in "high performance" category at 64% -
NBNZ customer satisfaction highest of peers, ANZ improving All comparisons with September 2004 General Disclosure Statement. ANZ National
Bank Chief Executive Sir John Anderson said: "Our financial performance in the December quarter was respectable in the context of our integration
work and the mortgage price war which has now ended. We achieved much higher than expected volume growth, customer satisfaction at NBNZ is
the highest of the major banks, and we are seeing good improvements in retail customer satisfaction at ANZ. "Combined with staff engagement
levels in New Zealand that are among the highest in the ANZ Group, customer growth levels which are above expectations, and an integration on
track for completion this year, we are confident that we have a strong foundation for the future. "To build on this foundation, we are now moving from
a focus on integration to strategically positioning the Bank's two brands to build market share. We have a strong and stable management team in
place, we are investing in retail banking staff levels in both brands, and further expanding our points of representation. The underlying momentum in
the business leaves us well placed for improved financial results going forward," Sir John said. Operating profit for the quarter reflected constrained
net interest income growth of 1.7% predominantly as a result of severe price competition in the home loan market. Other income was lower,
primarily in capital markets and Treasury businesses, which were adversely impacted by the interest rate environment in New Zealand. Costs were
well managed. Customer deposit growth has been strong, up 2.0% in the quarter (8.2% annualised). This reflects our focus on retail deposit growth
in both the ANZ and National Bank networks, assisted by the rising interest rate environment. ANZ National Bank's asset growth was 3.8% for the
quarter, broadly maintaining market share. Rural lending was up 1.5% compared to market growth of 0.7% reflecting The National Bank's strong
rural franchise and service proposition. Mortgage lending grew by NZ$1,141 million in the quarter, which represents a 73% increase compared to
volume growth in the September quarter. Over recent months, the ANZ brand has maintained home loan market share.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
ANZ NATIONAL BANK LIMITED GROUP has provided its General Short Form Disclosure Statement for the three months ended 31 December
2004 The full details of the announcement appear in the document lodged with the NZX.
ANZ NATIONAL BANK LIMITED
ANZ NATIONAL BANK LIMITED GROUP has provided its General Short Form Disclosure Statement for the three months ended 31 December
2004 The full details of the announcement appear in the document lodged with the NZX.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
A copy of the ANZ National Bank Limited Market Update February 2005 by Sir John Anderson - Chief Executive Officer and Michael Rowland -
Chief Financial Officer on 17 February 2005 has been provided. Copies can be requested from Listed Company Relations by emailing
lcr@nzx.com.
ANZ NATIONAL BANK LIMITED
A copy of the ANZ National Bank Limited Market Update February 2005 by Sir John Anderson - Chief Executive Officer and Michael Rowland -
Chief Financial Officer on 17 February 2005 has been provided. Copies can be requested from Listed Company Relations by emailing lcr@nzx.com.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Australia and New Zealand Banking Group Limited has provided a daily share buy-back notice to the Australian Stock Exchange (ASX) on 17
February 2005.
Details include:
Number of shares bought back on previous day - 146,850
Number of shares bought back before previous day - 3,769,920
Total consideration paid on previous day - A$3,128,830
Total consideration paid before previous day - A$77,112,183
Highest price paid on previous day - $21.39
Lowest price paid on previous day - $21.18
Highest price allowed under Rule 7.33 - $22.42
Highest price paid before previous day - $21.10
Date - 15 February 2005
Lowest price paid before previous day - $20.12
Date - 24 January 2005
Full details of the announcement have been provided to the New Zealand Stock Exchange.
STEEL & TUBE HOLDINGS LIMITED
HY to 31/12/04 $18.6M ($12.0M) +55% INT DIV 15CPS CONSOLIDATED OPERATING STATEMENT FOR THE HALF YEAR ENDED 31
DECEMBER 2004
Operating revenue: $216.5M ($184.7M) +17%
Operating surplus before tax: $28.4M ($18.5M) +54%
Less tax on operating profit: $9.9M ($6.6M) +50%
Operating surplus after tax attributable to members of
the listed issuer: $18.6M ($12.0M) +55%
Earnings per share (cents): 41.5 (27.2)
Interim dividend: 15 cents per share
                                                                                                                                           Page 342

Record date: 5 March 2005
Payment date: 11 March 2005
Imputation credit on interim dividend: 7.4 cents per share
The result for the six months was an unaudited after tax profit of $18.58 million. This compares favourably with the $11.95 million recorded in 2003.
The Directors have declared a dividend of 15 cents per share which will be paid on 11 March 2005 to holders of fully paid ordinary shares registered
at 4 March 2005. The amount payable is $13.2 million. This dividend carries full imputation credits and a supplementary dividend of 2.6471 cents
will be paid to non resident shareholders. The Company announced a record first half after tax result of $18.57 million. This is an increase of $6.62
million or 55% when compared with the same period last year. Sales during this period increased by $31.82 million (17%) to $216.51 million. The
Company also announced that an interim dividend of 15 cents per share fully imputed will be paid on 11 March 2005. This dividend is an increase of
3 cents or 25% on the previous period. The result represents an annualised 36% return on average funds employed and 26% return on average
shareholders funds. OPERATIONS Market Conditions In commenting on the Company's operations, the Chief Executive Officer, Mr Nick
Calavrias, said, "The New Zealand economy has remained strong led by historically high employment rates and relatively low interest rates fuelling
strong consumer spending. Activity in the construction sector is at all time highs. Commercial construction and infrastructure activity have reached
record levels while the demand for new residential housing has continued at near record levels. Overall the demand for the Company's goods and
services from the Lower North Island and the South Island regions retreated slightly, however, growth from the Auckland Region more than offset -
any reduction in activity from these areas". Performance - The Steel Distribution operations experienced strong demand from the construction
sector however, some softening in activity levels was evident from manufacturing resulting in a slight overall lift in volumes. Sales revenue
increased by 15% primarily due to the flow on effect of the lift in steel prices brought about by strong world demand. The Roofing Products business
continued to perform at record levels due to the strong demand for roofing and cladding products from the construction of new residential property
and the light commercial building sector. Record levels of construction activity and a better mix of available contracts also enabled the Reinforcing
business to post results substantially ahead of any previous period. Hurricane Wire Products produced similar results to last year on lower volumes.
Sales to the rural sector were slightly lower, however this was offset by an increase in revenue to the building and construction sectors. Outlook -
The overall trading environment for the second half of the financial year is expected to remain similar to that encountered in the last twelve months
with any softening in the residential construction sector to be offset by growth in commercial construction. The rural sector demand is expected to
increase in line with normal seasonal trends.
AMCOR LIMITED
Amcor Limited - Results for Six Months Ended December 31, 2004 HIGHLIGHTS Profit after tax and pre significant items up 6.2% from $187.8
million to $199.4 million. Earnings per share up 3.7% from 21.9 cents to 22.7 cents. Returns measured as profit before interest, tax and goodwill
amortisation (PBITA) to average funds invested remains at 11.0% which is above the company's weighted average cost of capital of 9.2% pre tax.
Operating cash flow was $457.8 million representing 52.1 cents per share for the half. The dividend increased 6.3% from 16.0 cents to 17.0 cents
per share with franking at 28%. The negative impact of the rising Australian dollar on the translation of overseas earnings was approximately $5.0
million profit after tax. Amcor PET Packaging experienced good volume growth at 6.5% and a strong performance from the operations in Latin
America, offset by weak demand in Europe. Amcor Australasia continues to improve earnings and returns with PBITA up 7% and returns
increasing from 17.7% to 19.3%. Amcor Flexibles achieved solid earnings growth of 12.8% and has implemented substantial cost reduction
programs. Amcor Sunclipse achieved strong earnings growth of 30.0% Amcor Asia achieved a good increase in earnings of 15%. AMCOR
ANNOUNCES OPERATING PROFIT AFTER TAX UP 6.2% TO $199.4 MILLION Amcor announces today that profit after tax and before significant
items for the six months to December 31, 2004 was up 6.2% to $199.4 million against the prior comparative period of six months to December 31,
2003. Significant items after tax were a loss of $35.6 million. Earnings per share, pre significant items, increased 3.7% to 22.7 cents. The interim
dividend increased 6.3% from 16.0 cents per share to 17.0 cents per share with franking at 28%. Cash flow generation remained strong and for the
half was $458 million which was 52.1 cents per share. Amcor's Executive Chairman, Mr Chris Roberts said: "The 6% increase in profit was a
satisfactory result in line with expectations and is consistent with our stated target of achieving 20% growth over a two year time frame. Operating
Divisions - "Amcor Australasia had another strong half with earnings up 7%, benefiting from ongoing cost reduction programs and improving
operating efficiencies. "The second glass furnace at the wine bottle plant in Gawler, South Australia successfully commenced operations ahead of
schedule in December and this business continues to receive strong customer support. "Amcor PET Packaging had a solid half with the business in
North America achieving a better result than anticipated due to good growth in the custom market and a tight control on costs. The Latin American
operations had a very strong half, highlighted by a substantial improvement in the Brazilian operations. This was offset by a poor performance in
Europe where a cool summer, substantially lower volumes from a key strategic customer and a reduction in refillable PET bottles in Germany, meant
that earnings were lower. "Earnings were up 13% at Amcor Flexibles. This was achieved against a backdrop of rapidly rising raw material costs that
had to be passed through to customers and the full period impact of the Rexam flexibles acquisition. "The business has undertaken substantial
restructuring and the benefits from this will become more evident in the second half. "Amcor Sunclipse had an excellent half with earnings up 30%.
The business benefited from improved economic conditions in the US and a very strong performance from the corrugator division. "Amcor Rentsch
and Closures had a mixed result, with the tobacco packaging operations achieving higher earnings, helped by improved operating efficiencies at a
number of plants, while the closures business was impacted by poor demand due to the cool summer. The North American Bericap joint venture had
another good half. "Amcor Asia had a strong result with earnings up 15% mainly due to continuing good performance in both the tobacco packaging
and flexibles operations. "The difficulty of passing on rapidly rising raw material costs to our customers in a timely fashion has created challenging
operating conditions for a number of the businesses. "Across the group, these costs have generally been passed through with only modest impacts
to earnings, however further cost increases are currently being implemented by a number of our suppliers and the challenge for the current half is to
ensure that the focused and diligent approach to passing these through is maintained. "The restructuring program in both the PET and flexibles
businesses is now largely complete with six facilities closed and a reduction in headcount of over 800 employees. "The benefits from this program
were not evident in the first half, but are expected to be reflected in earnings going forward." ACCC - On November 23, 2004 Amcor announced that
it had received information that led it to believe that its Australian business may have been involved in conduct which breaches competition laws.
The Company immediately informed the Australian Competition and Consumer Commission ("ACCC") of the information received and informed the
ACCC that it would provide full cooperation in any investigation which the ACCC may undertake. The Company also notified the New Zealand
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Commerce Commission ("NZCC") that the conduct may have involved breaches of competition laws in New Zealand and informed the NZCC that it
would provide full cooperation in any investigation the NZCC may undertake. The ACCC and the NZCC are investigating these matters. The
Company also initiated its own investigation of these matters. The ACCC and NZCC investigations are not public, are ongoing and may continue for
a considerable period of time. Amcor will continue to provide its full cooperation. In light of these investigations, Amcor is not able to make any
comment in addition to the matters set out in today's half-yearlyfinancial statements, the Company's Form 20-F filing with the SEC released on
December 24, 2004 and the announcements made on November 23, 2004 and December 7, 2004. Mr Chris Roberts, said: "In respect to the
appointment of a new Managing Director, and as previously announced, the Board has appointed Egon Zehnder to assist in conducting a global
search, including candidates both from within and external to the business. The extensive process involved may take some time, however the Board
is confident that the company remains strong and the established strategies across the businesses continue to be implemented. "The focus on
improving returns off the existing asset base continues and it is this focus that will be the primary driver in delivering the growth targets."
BURNS PHILP & COMPANY LIMITED
Goodman Finance Limited has provided an Appendix 7 for an interest payment on the 2008 Capital Notes GFL010 of 9.75%. Record date:
04/03/2005. Payment date: 15/03/2005.
GOODMAN FINANCE LIMITED
Goodman Finance Limited has provided an Appendix 7 for an interest payment on the 2008 Capital Notes GFL010 of 9.75%. Record date:
04/03/2005. Payment date: 15/03/2005.
NEW ZEALAND EXCHANGE LIMITED (NZXR) / LEND LEASE CORPORATION LIMITED
Trading Halt of Securities   NZX Regulation advises that at the request of Lend Lease Corporation Limited ("LLC"), a trading halt will be placed on
LLC securities effective immediately. The trading halt will remain in place until an announcement is made by Lend Lease Corporation Limited later
today, 17 February 2005.
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED
Shareholder Information Meetings The Company will hold informal meetings at the following venues to give shareholders an opportunity to hear a
presentation by Company representatives on the performance of the Company in the half year to 31 December 2004. Notification of the meetings
will be mailed to shareholders today. Melbourne Monday 28 February 2005 at 10.00 a The Sofitel Hotel, Grand Ballroom, 25 Collins Stereet
Canberra Tuesday 1 March 2005 At 10.00 a Hyatt Hotel, Commonwealth Avenue, Yarralumla Sydney Wednesday 2 March 2005 At 10.00 am Four
Seasons Hotel, 199 George Street Perth Tuesday 8 March 2005 at 10.00 am The Duxton Hotel, 1 St Georges Terrace
KINGFISH LIMITED
The unaudited net asset value per ordinary share of the Company as at 16 February 2005 was $1.3094 The unaudited diluted net asset value per
ordinary share as at 16 February 2005 was $1.1547. This diluted net asset value describes the effect if all options in existence were exercised
today at $1. Options are exercisable on any of 31 March 2006, March 2007 or 31 March 2008. The net asset values are after including accruals for
performance fees to the Manager. Performance fees will only become payable when the Net Asset Value per share exceeds $1.33 (adjusted for
changes in capital structure and dividends). The unaudited net asset value per ordinary share excluding performance fees as at 16 February 2005
was $1.3458 (fully diluted $ 1.1729).
THE NZSX MIDCAP INDEX FUND (NS)
The Manager of the NZSX Mid Cap Index Fund - MIDZ advises that as at the close of business 16/2/05 a total of NIL units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 18,169,198 (nc). The NTA for each MIDZ unit at close of
business 16/2/05 was $2.54111. Updated basket composition effective 17-2-05 is also attached following the merging of Tenon ordinary shares and
preference shares to now trade under the TEN code.
COMPUTERSHARE LIMITED
News Release 17 February 2005 Half Year Results COMPUTERSHARE'S EARNINGS CONTINUE TO GROW Computershare Limited (ASX:
CPU) today reported a 20% growth in Earnings per Share (pre goodwill and post preference shares) to 10.21 cents, growth in total revenues of 26%
to $502.1 million and in Operating Cash Flows of 19.5% to $50.9 million.
Headline results - o Normalised Earnings per Share (pre-goodwill and post preference shares and outside equity interests (OEI)) rose from 8.49
(1H04) to 10.21 cents per share (up 20%); o Total normalised revenues of $502.1 million (an increase of 26% on 1H04); o Net Operating Cash
Flows for the half year were $50.9 million (an increase of 19.5% on 1H04); o Normalised Earnings Before Income Tax, Depreciation and
Amortisation (EBITDA normalised) up 18% to $94.3 million; o Net profit after tax (post preference shares and OEI) of $44.1 million; an increase of
15% on 1H04; o Operating expenses (including the effect of acquisitions and cost of sales) were $408.4 million, an increase over the prior
corresponding period of 28.5%. If cost of sales and the cost contribution of businesses acquired over the past 12 months are excluded, operating
costs declined by 1.8%; o Days Sales Outstanding for the half year ending 30 December 2004 increased to 60 days compared to 57 days at 30
June 2004; and o Capital expenditure was $16.4 million. Commentary - The company reported an increase of 20% in normalised earnings per share
(pre goodwill and post preference shares) over the first half of fiscal 2004. All other key financial metrics have grown against the prior corresponding
period, including a 26% increase in revenue to $502.1 million. The revenue growth has the company expecting its first billion dollar sales year in the
current financial year. Chris Morris, CEO says, "This is a strong result in a reporting period when corporate action and merger and acquisition activity
outside the Asia/Pacific region, has shown no signs of tangible recovery." The Asia/Pacific region delivered improved contributions to both revenue
and profitability resulting from new business wins and the continuing, high level of IPO and corporate action activity in Hong Kong. The EMEA region
has also delivered an improvement at the half-year, helped by improved interest rates and higher cash balances as well as the new revenue streams
generated through the UK gilts share registration service and proxy solicitation revenues. The flat result from North America reflects the lack of any
                                                                                                                                             Page 344

real recovery in market activity in the USA throughout the reporting period but, with the presidential election now out of the way there are signs of
optimism in this market for merger, acquisition and corporate action activities. MARKET ANNOUNCEMENT News Release 17 February 2005 Half
Year Results On-market Share Buy-Back and Preference Share Conversion During the reporting period the company: o Bought back 9,707,476
ordinary shares at an average price per share of $3.16 bringing the total number of ordinary shares purchased under the current buy-back to
15,970,000; o Bought back 284,807 reset preference shares at an average price per share of $103.28 bringing the total number of reset preference
shares bought back to 600,000; and o Converted the remaining reset preference shares to fully paid ordinary shares. The conversion process
resulted in 900,000 reset preference shares being converted into fully paid ordinary shares and an issue of an additional 23,100,832 fully paid
ordinary shares. Dividend - The company announces an interim dividend for the six months to 31 December 2004 of 5 cents per share franked to
10%, consistent with the reduction in the level of franking credits foreshadowed by the Chairman at the recent Annual General Meeting. Balance
Sheet Overview- The company's financial position remains healthy with total assets of $1,139.1 million being financed by shareholders' funds
totalling $530.3 million. Computershare's total current funding facility is $460.0 million, with net borrowings increasing to $257.8 million at 31
December 2004 (from $221.6 million at 30 June 2004). Gross borrowings as at 31 December 2004 amounted to $358.6 million (See Page 8, for
information on a private placement debt facility currently being arranged in the United States). Gearing - Net Debt to Net Debt plus Equity increased
from 27% at 30 June 2004 to 33% at 31 December 2004. Capital expenditure was slightly higher than expected due to some projects being brought
forward from the second half. The company is still projecting to report total capital expenditure for the fiscal year that is lower than annual
depreciation. Operating Costs – Overview Excluding the impact of acquisitions and costs of sales, operating expenses decreased by 1.8%. Total
technology spending for the reporting period was $51.9 million, an increase of 21.9% on the same period last year following acquisitions made in
2004 and the first half of 2005. This amount includes $23.8 million in research and development (R&D) expenditure. In line with the company's
policy, even though the $23.8 million R&D spending was of a capital nature, all technology costs have been expensed in the current period. News
Release 17 February 2005 Half Year Results Distribution of Revenue/EBITDA (comparisons to corresponding period) Regionally, revenues and
EBITDA results were apportioned as follows: Revenue EBITDA 1H'04 1H'05 1H'04 1H'05 North America 37% 40% 39% 36% Asia/Pacific 34% 33%
39% 43% EMEA 29% 27% 22% 21% Group revenues and EBITDA have increased for the period, driven to a large extent by higher levels of market
activity in Australia and Hong Kong. The growth in Asia/Pacific has been larger than the increases in the other regions causing the other regions to
contribute a lower percentage of earnings. Outlook for Financial Year 2005 Whilst there is empirical evidence of an improved pipeline of market
activity in North America and EMEA, it is too early to gauge the extent to which this pipeline will translate to a material increase in Group revenue in
the second half, beyond that already contemplated in the guidance provided at our FY2004 Full Year Results Presentation. We also note that the
regulatory approval needed before we can take formal control of Equiserve is still in process. Two approvals were sought. The first of these, relating
to competition aspects of the acquisition, was granted early in December. The second approval, to permit Computershare to take over the national
trust licence currently held by EquiServe, is being sought through the Federal Treasury. At the time the EquiServe acquisition was announced to the
market, we expected that both approvals would have been received by early January. We now understand that the process will take somewhat
longer, but this is not an indication that there will ultimately be a problem with the approval of the application. In the context of these factors,
excluding the expected positive contribution of EquiServe, we are at this time, remaining with our previous guidance that contemplates revenue
growth greater than 10% and Earnings per Share growth greater than 20%.
LAKES OIL NO LIABILITY
PEP 157 - ONSHORE GIPPSLAND BASIN, VICTORIA ECHIDINA HIGH NO. 1 WELL Lakes Oil ("LKO") advises that the "Hunt Rig" has begun
arriving onsite today. Rigging up will take several days. We expect to commence drilling the "Echidna High" well late next week. The well is
programmed to be drilled to a depth of 1500 metres. The Echidna structure is a look-alike to the Wombat structure with the Strzelecki Formation
expected at 920 metres being the main target however the Latrobe Formation above this remains a potential secondary target. The Echidna High
well is located in PEP 157. An overriding royalty of 5% of the wellhead value of any hydrocarbon production is payable to Roma Petroleum N.L. a
former permit holder.
FISHER & PAYKEL HEALTHCARE CORPORATION LIMITED
NOTIFICATION OF ISSUE OF SECURITIES Fisher & Paykel Healthcare Corporation Limited (NZSX:FPH, ASX:FPH) advises that 2,247 ordinary
shares in the Company were issued on 17 February 2005 to employees cancelling options issued under the Fisher & Paykel Healthcare 2001 Share
Option Plan. 6,666 options were cancelled pursuant to the Cancellation Offer approved by shareholders at the ASM held on 12 August 2004. The
Plan and the issue of options and shares under the Plan were approved by the Board on 7 September 2001. The shares were issued in
consideration of the cancellation of the options and are equal in value to the gain on the options (such gain being calculated based on an exercise
price of $2.13 per share). The Company has a total of 508,601,734 ordinary shares on issue. This issue of shares takes that total to 508,603,981.
2,247 ordinary shares represent 0.00044% of the shares currently on issue and rank equally in all respects with the ordinary shares on issue at the
date of this notification. The shares were issued in accordance with the terms of the Plan. This advice is given under Listing Rule 7.12.1.
MACQUARIE GOODMAN PROPERTY TRUST
Macquarie Goodman Property Trust is pleased to announce that its portfolio has been revalued significantly upwards by approximately $9 million as
a result of a portfolio valuation undertaken for year end reporting purposes. The manager of MGP, Macquarie Goodman (NZ), said the revaluations
were subject to an audit, and will be confirmed as part of MGP's full-year financial result. Macquarie Goodman (NZ) chairman Jim McLay said he
was also pleased to announce its third quarter distribution for the three months ended 31 December 2004. Unitholders holding units as at the record
date of 4 March, 2005 will receive a distribution of 2.825 cents per unit comprising 1.893 cents per unit in cash and 0.932 cents per unit of imputation
credits. The distribution will be paid on 18 March, 2005 which brings total distributions for the 9 months to 8.475 cents per unit. Macquarie Goodman
(NZ) Limited Chief Executive John Dakin, says the increase in the value of MGP's portfolio reflects confidence in the industrial and business space
property market. MGP's portfolio of 17 investment properties is now valued at approximately $239 million. "Demand for industrial land is at a
historical high and vacancy rates are minimal. These conditions are a result of sound economic fundamentals and strong growth in the
manufacturing, logistics, and broader industrial business sector," he said. In addition to the revaluations, MGP has also secured another major
customer at its Savill Link Industrial Park development site in Otahuhu, Auckland which is jointly owned by MGP and ASX- listed Macquarie
                                                                                                                                              Page 345

Goodman Group. Nylex is one of Australasia's largest plastics manufacturers, and has been listed on the Australian Stock Exchange since 1987. It
currently has a market capitalisation of more than A$317 million (NZ$349.5 million), and manufactures and distributes well known innovative brands
including Nylex, Gardena, Coverit and Esky, Senco, Ajax, Donaghys and Melded Fabrics. Nylex is the second customer MGP has secured at Savill
Link in as many months, after Toll Logistics announced in December that it would base its operations at the 26.5 hectare site. Nylex will occupy
6,675 square metres, comprising a mix of warehouse and office space at Savill link for a term of 10 years. Net annual commencing rent has been
set at approximately $690,000 per annum. The project will incur an additional capital expenditure of $6.0 million, with total project costs of $7.9
million, resulting in yields of 11.5% and 8.8% respectively. Mr Dakin said securing Nylex as a long-term blue chip customer demonstrated the
momentum being built at Savill Link. Demand for purpose built facilities was strong with customers drawn to Macquarie Goodman's ability to deliver
business specific solutions for customers.
AUSTRALIAN 20 LEADERS INDEX FUND (NS)
The Manager of the Australian 20 Leaders Index Fund - OZY advises that as at the close of business 16/2/05 a total of nil units had been
allotted/redeemed since the previous notice. The total number of units on issue on that day was 40,612,428. (nc) The NTA for each OZY unit at
close of business (Sydney) 16/2/05 was $2.4432
WESTPAC BANKING CORPORATION
The following number of fully paid ordinary shares have been/will be allotted pursuant to the exercise of options under the Westpac's Senior Officers'
Share Purchase Scheme, the General Management Share Option Plan, Westpac Performance Plan and/or Chief Executive Share Agreement:
Number            Exercise Price        Allotment Date                Ranking
10,000            $14.65                17 February 2005              Rank equally
23,000            $13.26                17 February 2005              Rank equally
          33,000
Paid up and quoted capital: 1,796,305,011 fully paid ordinary shares.
THE NZX AUSTRALIAN MIDCAP INDEX FUND (NS)
The Manager of the NZX Australian Mid Cap Index Fund advises that as at close of business on 16/2/05 a total of Nil units had been redeemed or
allotted since the previous notice. The total number of units on issue on that day was 8,721,445. (nc) The NTA for each MOZY unit at close of
business (Sydney) 16/2/05 was $4.4910
TEAMTALK LIMITED
TeamTalk Limited has provided a copy of its Interim Report for the six months ended 31 Dec 2004.
WOOL EQUITIES LIMITED (NS)
KERATEC JOINS FORCES WITH U.S. BIOMATERIAL LEADER. Keratec Ltd - a Wool Equities Limited (NZX: WEL) subsidiary - and US company
Keraplast Technologies, Ltd have joined forces to further develop and commercialise their keratin-based biomedical technologies and intellectual
property portfolios. They have signed a collaborative agreement to make their combined patented technologies available to the designers of
orthopaedic and wound care products in international medical markets. The collaboration agreement enables both companies to broaden their range
of patented biotechnology solutions and gives Keraplast Technologies access to Keratec's world-class keratin manufacturing facilities at Lincoln,
near Christchurch, in New Zealand. Both companies have designed a range of patent-protected technologies that use natural keratin-based
biomaterials. Keratin, a natural component of human skin, hair and nails, is one of nature's most successful materials. Its toughness and solubility
properties, which allow it to perform a fundamental structural role in many biological systems, are also desirable characteristics in medical polymers.
Keratin's natural biocompatibility, controllable biodegradability and bioactivity combine to provide an exciting platform for new keratin-based
orthopaedic and wound care technologies. Keraplast Technologies and Keratec are at the forefront of global initiatives in this new field. Keratec
designs and manufactures proprietary forms of keratin-based biomaterials from the wool of selected flocks of New Zealand sheep. Keraplast
Technologies, based in San Antonio, Texas, is the owner of an extensive portfolio of keratin-related patents. Keraplast Technologies Chief
Executive Tim Herring said the collaborative agreement offers long-term benefits for both companies. "Between us we have developed ground-
breaking technologies in the keratin field. It is logical for us to combine these for the benefit of prospective strategic partners who will exploit the
properties of these new keratin polymers in a raft of medical applications. Also, because Keratec has its own manufacturing operations, this
agreement provides us with access to a ready supply of keratin biomaterials produced according to our patent-protected methods," he says. Bruce
Foulds, Keratec's Chief Executive, said: "This important strategic milestone establishes Keratec as a designer and manufacturer of patent-protected
keratin-based materials for the world's medical market. This agreement puts us in an excellent position to provide keratin-based technologies for
prospective international business partners in the multi-billion dollar orthopaedic and wound care sectors." Earlier this month, Keratec announced
that it had acquired all rights to previously jointly-owned intellectual property developed in collaboration with the University of Otago, New Zealand, in
the field of orthopaedics.
PUMPKIN PATCH LIMITED
A copy of the 31 January 2005 Half Year results presentation being given to analysts on 17 February 2005 has been provided to the NZX. This
presentation is provided for information purposes only. A copy of the presentation is available at www.pumpkinpatch.biz
NEW ZEALAND EXPERIENCE LIMITED
Name of Listed Issuer: New Zealand Experience Limited (NZE) Preliminary Result Announcement for the Half year to 31 December 2004
HALFYR: HY TO 31/12/04 $463,000 PROFIT ($519,000). NO DIV. This report has been prepared in a manner which complies with generally
accepted accounting practice and gives a true and fair view of the matters to which the report relates and is based on audited financial statements.
CONSOLIDATED OPERATING STATEMENT
                                                                                                                                                 Page 346

TOTAL OPERATING REVENUE ($NZ 000):
Current Half Year: $4,197. Down 1.5%
Previous Corresponding Half Year: $4,273
OPERATING SURPLUS BEFORE TAXATION ($NZ 000):
Current Half Year: $690. Down 10.9%
Previous Corresponding Half Year: $774
LESS TAX ON OPERATING PROFIT ($NZ 000):
Current Half Year: $227.
Previous Corresponding Half Year: $255
OPERATING SURPLUS AFTER TAX AND ATTRIBUTED TO MEMBERS OF THE LISTED ISSUER ($NZ'000)
Current Half Year: $463. Down 10.8%
Previous Corresponding Half Year: $519
DIVIDEND:
No interim dividend is to be paid.
EARNINGS PER SHARE:
Current Half Year: 1.25 cents per share
Previous Corresponding Half Year: 0.99 cents per share
EARNINGS BEFORE INTEREST AND TAXATION CHARGES:
The current period results include a full six months of interest charges on the funds borrowed to complete the share buyback programme. Interest
charges for the current period were $126,000 compared to net interest costs in the prior period of $19,000.
Earnings before interest and tax for the current half year were $816,000, an increase of 2.9% on the previous corresponding half year ($793,000).
COMMENTARY ON RESULTS OPERATIONS AND FINANCIAL PERFORMANCE: The net surplus (after tax) of $463,000 is $56,000 lower than
the prior corresponding period due to increased interest costs. Trading results marginally improved on the same period last year but were still below
expectations due to poor weather in December, particularly during the key two week period prior to Christmas. Net interest charges increased from
$19,000 to $126,000 (equivalent to a reduction in the after tax net surplus of $72,000). This is due to the completion of the debt funded share
buyback programme which was undertaken in November and December 2003. The current period carries the higher resulting debt levels, and
associated interest costs, for a full six month period Earnings per share for the period of 1.25 cents per share compares favourably to the prior
period result of 0.99 cents per share when calculated using the weighted average number of shares on issue during the period (31 Dec 2004:
37,000,000; 31 Dec 2003: 52,235,175 shares). Earnings before interest and tax increased by 2.9% from $793,000 to $816,000. This is a pleasing
result as it has been achieved despite the disruption to normal operations and management time due to the construction of the new guest services
building and amusement rides. Sales revenue reduced by $62,000 primarily as a result of the temporary closure of the main video arcade during
construction of the new arcade area. Adverse weather in the two weeks prior to Christmas, one of our key periods for functions and groups
business, resulted in visitor numbers reducing to 161,500 compared to 164,000 for the same six month period last year, however the impact on
revenues was offset by a higher entry price which applied for the current six month period. Lower operating costs were achieved as a result of
closed operations during construction, and continued emphasis on the management of labour requirements and overhead expenses. The directors
thank the management and staff for the considerable efforts undertaken during the construction period and subsequent summer trading season. It
was not without its challenges and the level of commitment is a credit to everyone involved. With the completion of the new building and "Power
Surge" attraction the admission price to the Park was increased with effect from 18 December 2004. The objective for the next six months and the
new financial year commencing July 2005 is to maximise the use of the facilities in the guest services building, and further promote the new
attraction. The visitation levels for the month of January 2005 were on target with budget and ahead of last January. OUTLOOK TO 30 JUNE 2005:
At the start of this financial year we advised that the target would be to achieve a result in line with the $831,000 net surplus achieved for the year
ended 30 June 2004 with operational results improving to offset the higher interest charges from a full year of increased bank borrowings. The
objectives for the year were to complete the construction programme during the first six months, and then seek to maximise the benefits of these
projects in the second six months in order to be in a position to generate a full year benefit to profitability in the 2006 financial year. The adverse
weather in December meant that the operational results for the first six months did not meet our expectations. January is our busiest trading month,
and the January 2005 results were in line with original targets, however it will now be a challenge to recover the December month shortfall during the
remainder of this financial year. We therefore expect to report a reduced net surplus for the full year to 30 June 2005, however, subject to the
results over the next school holiday period we look forward to maintaining the same full year dividend entitlement of 2 cents per share.
FINANCIAL POSITION: A fully imputed dividend of 2 cents per share was paid in September 2004. Equity currently represents 40% of total assets,
and the continuation of strong operating cashflows supports the level of bank borrowings in place. The increase in the carrying value of property,
plant and equipment to $10,098,000 is primarily due to the capital projects undertaken and completed during the period in relation to leasehold
building improvements and new amusement rides. The new guest services building comprises a caf?function room, video arcade, merchandise
area, and administration offices. These facilities opened at the end of November 2004. In addition, a major new ride ("Power Surge") was added to
the Park, with a smaller children's ride ("Jumpin' Star") also added to the Cadbury Land Castle, an area designed especially for younger children.
These rides opened on 18 December 2004 and guest feedback has been very positive. The new rides further expand the overall offering of the
Park and reduce waiting times on busy days, thus improving the overall customer experience. Current liabilities have increased as a result of these
capital projects being debt funded. As the revolving credit facility is subject to an annual review by the bank, it is included as a current liability in the
financial statements. The directors expect, as has been the case in the past, this facility will be renewed at the next review date. Accounts payable
increased at 31 December 2004 with the inclusion of final amounts payable in respect of both the new ride and new building construction projects.
STRATEGIC DIRECTION: The directors have reviewed the strategic direction of the group and its long-term goals. Rainbow's End will continue to
focus on its core business and further develop its offerings to the public over time with the introduction of new attractions and family entertainment
options that complement the existing Park. This development will continue to occur in a manner which enables both shareholder returns and the
maintenance of the long-term attractiveness of the Park to visitors. New Zealand Experience Limited will continue to utilise the cashflows and growth
of Rainbow's End operations and seek to provide a stable ongoing dividend return to shareholders. The board has determined that new investment
                                                                                                                                             Page 347

opportunities presented to the company will only be considered if they are able to be funded and serviced without imposing on existing debt facilities
which are to be maintained for the Rainbow's End operations. New investment opportunities must meet specific criteria, provide additional stability
to the group's annual earnings and increase dividend flows to shareholders. Opportunities outside the leisure and tourism sector will be considered
if such opportunities arise.
AUSTRALIAN 20 LEADERS INDEX FUND (NS)
The Manager of Tower Tortis-Ozzy advises dividends for constituent companies WES and CBA as follows: WES .0007376 cpu Record Date 17-2-
2005 Distribution date 10-6-2005 CBA .0039966 cpu Record Date 17-2-2005 Distribution date 10-6-2005
Appendix 7 attached.
CARTER HOLT HARVEY LIMITED
Carter Holt Harvey confirms that the final dividend for the year ended 31 December 2004 of NZ4 cents per ordinary share was despatched to the
shareholders today.
LEND LEASE CORPORATION LIMITED
Lend Lease Corporation Limited ("Lend Lease") has received a proposal from the Independent Directors of General Property Trust ("GPT") to
internalise the management of GPT. As the owner of the Responsible Entity for GPT, Lend Lease has supported the GPT Independent Directors in
their review of alternatives to the current takeover offer for GPT by Stockland Group. Lend Lease has also been assessing such options and
continues to do so. Lend Lease respects the GPT Independent Directors' decision to put their internalisation proposal to unitholders for
consideration. However, Lend Lease has reserved its position at this time and will remain an actively interested party as the proposal, and any
others that may yet emerge, are assessed by the market. In any event, Lend Lease and GPT agree that there remain many opportunities to work
together, whatever the outcome of the current proposals. To that end, the two organisations intend to maintain a co-operative and mutually
beneficial working relationship. Lend Lease will assess the internalisation proposal in regard to its shareholders' best interests and will advise the
market of its position as appropriate, following further discussions with GPT's Independent Directors.
SEALEGS CORPORATION LIMITED
Listed marine company, Sealegs Corporation Limited (NZX:SLG), has announced that by directors resolution it has today issued, for cash, 200,000
new ordinary shares at $0.36 per share. This takes the total number of ordinary shares on issue to 42,459,220 with this issue being 0.005% of the
total class. The issue is to assist funding in international marketing and distribution development
ZINTEL GROUP LIMITED
ZINTEL FORECASTS $5M PRETAX PROFIT TO 31 MARCH 2005 : Zintel Group Ltd (NZAX: ZIN) today forecast an operating surplus (net profit
before tax) of $5m for the year ending 31 March 2005. This compares to an earlier projected range of between $5.6m - $5.8m. The drop is primarily
attributed to higher start up costs of the Ericsson Enterprise business in Australia and to further timing delays in relation to a small number of large
customer orders in the Ericsson business in New Zealand. As a consequence, consolidated revenue for the six months to 31 March 2005 is forecast
at $17m, compared to $18.24m for the first six months to 30 September 2004. However, Zintel Managing Director Nick Gordon predicts revenue will
increase to more than $20m in the first six months of the next financial year. Gordon goes on to say, "Whilst we have not yet completed the budget
process to March 2006, I expect Group revenue to grow strongly whilst we still continue to undertake significant investment in all facets of the
business to strengthen existing revenue streams and introduce new related products and services. Not withstanding this investment, net profit is
expected to grow from 2005 to 2006 and I am confident of the long term growth prospects for Zintel Group. A further update on prospects for 2006
will be provided when we announce our actual audited result to 31 March 2005." Zintel Group was appointed an Australian authorised distributor for
Ericsson Enterprise products in July 2004. "Since that time we have been establishing our presence and have recently begun to secure customer
orders. We remain committed to establishing and growing Zintel Enterprise in Australia which we believe has tremendous opportunity and will, in
time, contribute material profit to the Group". Cash flow remains strong with cash on hand of over $3m and no debt or long term liabilities. The
directors foresee no change to the current dividend policy of paying a minimum of 40% of the net surplus after tax, and historically the actual
payment at year end has represented a total payout ratio of 50% plus imputation credits.
NEW ZEALAND EXCHANGE LIMITED (NZXR)/ LEND LEASE CORPORATION LIMITED
 Lifting of Trading Halt of Securities     NZX Regulation advises that Lend Lease Corporation Limited ("LLC") has requested the lifting of the
trading halt that was placed on LLC securities today, 17 February 2005. NZX Regulation has granted this request and the trading halt on LLC
securities has been lifted.
WASTE MANAGEMENT NZ LIMITED
Statement of Directors' Independence The Board has determined that, in its view, Mr Syme, Mr Cimino, Mr Fisher, Mr Frow and Mr Fricker are
independent. In the Board's opinion, the Managing Director, Mr Kim Ellis (who is an executive of the Company) and Mr Bowkett (because of the
portion of his annual revenue he may derive from the Company by way of dividends) are not independent directors.
AMP INVESTMENTS' WORLD INDEX FUND (NS)
No. of units on issue as at close 17-February-05: 352,498,329 Net Asset Value as at close 17-February-05: 1.14187
SMITHS CITY GROUP LIMITED
Smiths City Chairman Craig Boyce today announced the resignation of Stephanie Waterfield from the Board of Directors of Smiths City Group
Limited and its subsidiary companies effective from 17 February 2005. Mrs Waterfield has tendered her resignation for personal reasons unrelated
to the directorship or the company. Mr Boyce said that the directors of Smiths City were sorry to receive the resignation of Mrs Waterfield who
                                                                                                                                              Page 348

joined the board in 2003 and had made a valuable contribution to the company during her tenure as a director. Smiths City will immediately begin
the process of selecting a new director and will make an announcement about an appointment at the appropriate time.
NEW ZEALAND EXCHANGE LIMITED (NZXR)/ NEW ZEALAND EXPERIENCE LIMITED
Extension of Waiver from Listing Rule 5.2.3
Background
1.On 19 November 2003 NZX Regulation (NZXR) granted NZE a waiver from the spread requirements of Listing Rule 5.2.3 until 1 March 2004. At
this time NZE were undertaking a capital reconstruction.
2.On 11 February 2004 NZX Regulation (NZXR) granted NZE a further waiver from Listing Rule 5.2.3 until 11 February 2005. This was to enable
the board of NZE to review its share register post the buyback programme and to consider a course of action to enable it to meet the spread
requirements.
Application
3.NZE has made an application to NZXR for an extension of the waiver granted to it from Listing Rule 5.2.3 11 February 2004 for a further 12
months from 11 February 2005.
4.In support of its argument NZE has made the following submissions:
(a) NZE continues to have a strong shareholding base with approximately 1,300 registered shareholders in total;
 (b)The directors have continued to communicate to all shareholders through the interim and annual reports presented during the last twelve months,
reminding them of the minimum shareholding requirements under the Listing Rules and the need for these shareholders to either increase their
holdings or sell their existing shares. The number of shareholders owning less than the stated minimum (1,000 shares) is reducing and stood at 341
at the time of presenting the 2004 annual report (compared with 391 twelve months earlier).
(c)The directors will continue to remind shareholders of the minimum shareholding requirements within the annual report sent to shareholders each
year. At such time as the Emerald Capital Limited ("Emerald") shareholding reduces (refer below) the directors will again consider whether to utilise
the provisions of the constitution of the company to acquire shares held by shareholders that are below the minimum holding levels specified in the
Listing Rules.
(d)Emerald continues to own 80.45% of the shares on issue by NZE. In order for NZE to comply with the Listing Rules, Emerald must reduce its
shareholding below 75%. The Emerald shareholding reduced from 82.25% to 80.45% as part of the Share Buyback programme undertaken by
NZE.
(e)The Directors of NZE have previously informed Emerald of the requirements under the Listing Rules and Emerald has confirmed that subsequent
to the share buyback programme, Emerald has held discussions with various potentially interested parties with a view to selling shares equating to
between 5% and 10% of the issue capital of NZE. To date, these discussions have not progressed to a transaction, however they demonstrate that
efforts are being made in this respect.
(f)Emerald has re-confirmed to the directors of NZE that it will continue to address its shareholding level with a view to reducing its holding below
75% when the opportunity to do so at market value arises in the future.
(g)The directors of NZE believe Emerald has proven to be a supportive and responsible shareholder for NZE which as a listed entity has made
significant progress in returning to profitability and financial stability. Emerald has continued to demonstrate its awareness and responsibilities to the
other shareholders of the company, regardless of size. Further, the directors believe that Emerald has taken, and continues to take reasonable and
appropriate steps to reduce its shareholding for the purposes of the Listing Rules.
Listing Rule 5.2.3
6.Listing Rule 5.2.3 provides that:
"A Class of Securities will generally not be considered for Quotation on the NZSX or NZDX unless those Securities are held by at least 500
Members of the Public holding at least 25% of the number of Securities of that Class issued, with each Member of the Public holding at least a
Minimum Holding"
Decision
7.NZXR has considered NZE's request for an extension of the existing waiver from Listing Rule 5.2.3 granted to it on 11 February 2004 for a further
12 months from 11 February 2004. On the basis that the information provided to NZXR is full and accurate in all material respects NZXR hereby
grants NZE an extension of its waiver from Listing Rule 5.2.3 for a further 3 months from 11 February 2005 on the conditions that:
(a)the spread requirements of Listing Rule 5.2.3 are met no later than
11 May 2005; and
(b)written confirmation is received from the board of NZE that the board is committed to ensuring that NZE meets the spread requirements of Listing
Rule 5.2.3 on or before 11 May 2005.
8.If upon the expiration of the waiver from Listing Rule 5.2.3 on 11 May 2005 as outlined in paragraph 10 above, if NZE has not met the spread
requirements of Listing Rule 5.2.3 NZXR will consider whether it is appropriate for NZE to remain listed on the NZSX.
Reasoning
9.In coming to the decision as outlined in paragraphs 9 and 10 of this decision, NZXR has considered that:

(a)NZE has not complied with Listing Rule 5.2.3 since 1998 and the lack of real progress made toward ensuring compliance with Listing Rule 5.2.3
is of concern to NZXR. It will not continue to excuse compliance with a rule where the issuer concerned is not making significant progress toward
becoming compliant;
(b) Notwithstanding paragraph 11(a) NZXR accepts that trading in NZE shares is illiquid. Accordingly NZXR accepts that it would have been difficult
for Emerald to sell down sufficient shares to meet the 75% spread requirement of Listing Rule 5.2.3. However, NZXR also notes that the lack of
spread is likely to contribute to the lack of liquidity in NZE securities;
(c) Given the light trading in NZE shares, any sell down would possibly have a negative impact on NZE share price and shareholder value;
(d) NZE has undertaken to take positive steps to address the lack of spread, which will be confirmed in writing by NZE's board (as required under
paragraph 7(b) of this decision); and
                                                                                                                                            Page 349

(e)Whilst NZE has reduced the number of shareholders holding less than the minimum parcel, there are still a high number of shareholders holding
less than the minimum holding, steps are available to the company to address this issue which have not been taken.
NEW IMAGE GROUP LIMITED
Pursuant to listing rule 10.8.1(d), New Image Group Limited advises a change in auditor to BDO Spicers, Auckland
TRANS TASMAN PROPERTIES LIMITED
Trans Tasman Properties Limited Announces Unconditional Sale of EDS House, Wellington Trans Tasman Properties Limited announces that its
subsidiary company, TTP (EDS House) Limited, has entered into an unconditional contract for the sale of EDS House, 8-12 Gilmer Terrace,
Wellington. The property has been sold for $22.5m to interests associated with Wellington property investor Ian Cassells. After deducting the costs
of sale the net sale proceeds will be marginally below book value. The sale, which is for cash, is scheduled to settle on or before 24 May 2005. The
net sale proceeds will be used for debt reduction and working capital.
TELSTRA CORPORATION LIMITED
Telstra today announced plans for a possible $A500 million, eight-to-nine year long-term bond issue in early March, targeted at domestic and
offshore institutional investors. Telstra's Chief Financial Officer, Mr John Stanhope, said Telstra was encouraged to return to the domestic market to
meet identified investor demand for a new issue, following the strong performance of its recent $A500 million 10-year bond issuance (maturing in
April 2015) in November 2004. Mr Stanhope said the proposed issue would fill a gap in Telstra's maturity profile and increase the proportion of its
debt raised in the domestic market in-line with the company's objective to diversify funding sources. Mr Stanhope said the domestic bond market
was currently providing cost efficient financing compared with offshore markets and had the added advantage of straightforward execution without
the need for currency swaps. "The domestic market is one of the key planks in our funding strategy and the proposed new issue would further
strengthen our range of benchmark lines and also help provide increased liquidity," Mr Stanhope said. Mr Stanhope added that domestic investors
were already well informed about Telstra's credit story from the November 2004 roadshow and Telstra's half year results released to the market on
Thursday 10 February, 2005. The proceeds of the issue will be used for general corporate funding purposes and to refinance maturing long-term
debt. Telstra has appointed Westpac Institutional Bank, National Australia Bank, RBC Capital Markets and TD Securities to manage the proposed
issue. Telstra is rated A+ (S&P), A1 (Moody's) and A+ (Fitch) and all ratings have a stable outlook.
SANTOS LIMITED
Week Ending 17th February 2005 Wildcat Exploration Wells Ras Abu Darag 1 (previously known as Osage) Type Oil Exploration Location Egypt,
Central Gulf of Suez Ras Abu Darag Block, 20 km W of the Onshore Sudr Oil Field. Status at 0600hrs 16/02/05 (Cairo Time) Running in hole to drill
ahead after tripping for a new bit. The current depth is 3631m with 177m progress for the week. Planned Total Depth 5442m MD (4755m TVD)
Interest Devon 50% Santos Group 50% Operator Devon Energy ST27-L1 (Cougar B) Type Gas Exploration Location Offshore Texas State Waters,
USA High Island Block 27. Status at 0600hrs 16/02/05 (Houston Time) Preparing to run in hole having run and set 406mm casing. Current depth is
765m with 512m progress for the week. Planned Total Depth 4877m Interest Santos Group 100% Operator Santos Agung 1 ST1 Type Oil
Exploration Location Offshore Indonesia North Bali PSC, East Java Basin. 28km SSW of Baluran 1, 210km E of Surabaya. Status at 0400hrs
16/02/05 (Jakarta Time) Agung 1 ST1 has been plugged and abandoned having failed to intersect economic hydrocarbons. The original wellbore
was sidetracked around a fish left in hole at 1936m. The well reached a total depth of 2202m with 373m progress from the plug back depth of
1828m. The rig is currently handling anchors prior to an expected rig release on 18/02/05. Planned Total Depth 2400m Interest Santos Group
40.1%* Total 39.9% Moeco 20.0% Operator Santos Group* reducing to 30% subject to Total right to increase by 10.1% Orca 1 Type Oil
Exploration Location Indonesia Donggala, PSC, Kutei Basin, 45km E of the Ranggas oil field, and 15km E of the Hiu Aman gas discovery. Status at
0600hrs 16/02/05 (Jakarta Time) Orca 1 has been plugged and abandoned having failed to intersect economic hydrocarbons. The well reached a
total depth of 3805m with 527m progress for the week. The rig is currently disconnecting anchors prior to rig release and move to Pangkal 1, an Oil
Exploration Well in the Papalang PSC. Planned Total Depth 3930m Interest Unocal 19.55%* Santos Group 65.45%* Pertamina 15.00% Operator
Unocal * Subject to finalisation of farm-out negotiations Scheunemann 1 Type Gas Delineation Location Texas, USA Country Line Prospect,
DeWitt County. Status at 0600hrs 16/02/05 (Houston Time) Scheunemann 1 has been plugged and abandoned. The rig was released on 09/02/05,
and has moved to the Hardy GU1 well. Planned Total Depth 3627m Interest Santos Group 65.0% WI Operator Santos Hardy GU 1 Type Gas
Delineation Location Texas, USA Mustang Prospect, Matagorda County. Status at 1500hrs 16/02/05 (Houston Time) Drilling ahead surface hole.
The current depth and progress for the week is 37m. Hardy GU1 spudded on 16/02/05. Planned Total Depth 4785m Interest Santos Group45.0% WI
Operator Santos Carat 2 Type Gas Delineation Location Onshore Indonesia Brantas PSC, East Java Basin. 3.4 km E of Carat 1 and some 35km S
of Surabaya. Status at 0400hrs 16/02/05 (Jakarta Time) Preparing to run short string completion having plugged back the open hole section of the
well. No progress for the week. Planned Total Depth 1158m Interest Santos Group 18.0% WI Operator Lapindo Brantas Corowa East 1 Type Near
Field Exploration Location Offshore WA, Carnarvon Basin WA-264P, 1.25 km E of Corowa 1, 47 km W of the Saladin Field, and some 90km SW of
Barrow Island. Status at 0600hrs 17/02/05 Corowa East 1 has been plugged and abandoned. The well reached a total depth of 1670m with no
progress for the week. Good quality reservoir sandstones intersected are wet. The rig was released on 11/02/05. Planned Total Depth 1670m
Interest Santos Group 50.00% Kufpec 33.33% Beach Petroleum 16.67% Operator Santos Group
GENESIS RESEARCH AND DEVELOPMENT CORPORATION LIMITED
FY to 31/12/2004 Loss$13.695m (Loss$12.702m) +7.8% LISTED ISSUER: Genesis Research and Development Corporation Limited
CONSOLIDATED OPERATING STATEMENT FOR THE FULL YEAR ENDED 31/12/2004
Audited NZ$'000
Current Period; (Previous Corresponding Period)
OPERATING REVENUE
Trading revenue -;           -
Other revenue       4,433; 9,968
                                                                                                                                          Page 350

Total Operating Revenue         4,433; 9,968
OPERATING SURPLUS (DEFICIT) BEFORE TAXATION (13,695); (12,702)
Less taxation on operating profit         -;         -
OPERATING SURPLUS (DEFICIT) AFTER TAX (13,695); (12,702)
Extraordinary items after tax -;          -
Unrealised net change in value of investment properties -;             -
NET SURPLUS (DEFICIT) FOR THE PERIOD (13,695); (12,702)
Net Surplus (Deficit) attributable to minority interests      -;       -
NET SURPLUS (DEFICIT) ATTRIBUTABLE TO MEMBERS OF THE LISTED ISSUER (13,695); (12,702)
EPS       (52.4)cps (48.6)cps
No dividend
Genesis Research and Development Corporation Ltd (NZSX/ASX: GEN) ended the year to 31 December 2004 with a cash balance of $10.9 million
(31 December 2003: $23.0 million). Revenue from collaborations, licence fees and interest for the 12 months to 31 December 2004 was $4.4 million
(2003: $9.9 million). The decline was due to the completion of certain research collaborations and a reduction in licence fees as a result of
completed programmes. Overall expenditure reduced to $18.1 million (2003: $22.7 million). The resulting net deficit for the period of $13.7 million
(2003 deficit: $12.7 million) includes research costs for programmes that have now been terminated including the Phase II trials in atopic dermatitis
and several plant research programmes. Genesis Chief Executive, Stephen Hall, said, "The termination of the AVAC paediatric atopic dermatitis
programme in December 2004 was a significant disappointment but the ongoing programmes are making good progress. The company currently
has 53 employees and has continued to reduce its direct costs and overheads. The 2004 result includes provision for impairment of certain fixed
assets resulting from the decisions to terminate several programmes and a building lease."

				
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