Handling Fee OK says Rubicon Forests Limited
27 May 2004 - Rubicon Forests Limited (“Rubicon”) described as “absolutely ridiculous” Tenon’s announcement today that
the payment of NZX participant “handling fees” amounted to an unauthorised variation in Rubicon’s partial takeover
offer. “Handling fees are nothing new - there is precedent in the New Zealand market, and the Takeovers Panel has
addressed this issue in the past. It is a well-trodden path. We have spoken with the Panel today and passed on our
comments in relation to Tenon’s press release.
We strongly disagree with Tenon’s statement, and believe that the Tenon independent directors’ view may be coloured by
the fact that Rubicon is now receiving an increase in acceptances under its Offer,” the Company said. “We continue to
believe that we will achieve a level of support that will see us succeed with the Offer.”
Rubicon said yesterday that it would pay handling fees in connection with its partial takeover offer for Tenon. As
Rubicon only needs to acquire the shares of a relatively small number of institutions to be successful, it wishes to
ensure small investors are fully informed in relation to the offer and have every opportunity to participate in the
offer. The handling fees will compensate Trading Participants for providing advice to retail clients who wish to accept
Rubicon’s offer.
The amount of the handling fee payable will be 0.75% of the consideration paid for any acceptances received and
subsequently accepted, prior to close of business on 3 June 2004. The handling fee will be subject to a minimum and
maximum amount for any single acceptance form of NZ$50 and NZ$750 respectively, inclusive of GST, if any.
The fee is payable, upon Rubicon’s offer becoming unconditional, to any Trading Participant of the NZX whose stamp
appears on the Acceptance Transfer Form. Only one fee will be paid in respect of any qualifying acceptance.
Rubicon reserves the right to aggregate any acceptances in determining the handling fees payable to any Trading
Participant if Rubicon reasonably believes that a party has manipulated holdings to take advantage of the handling fee.
Trading Participants will be asked to confirm that they have not shared the handling fee with offerees.
Trading Participants are precluded from receipt of any handling fee in respect of shares in which they or their
associates have relevant interests (within the meaning of those terms under Companies Act 1993). Handling fees paid may
not be directly or indirectly shared or extended to accepting shareholders.
Goldman Sachs JBWere has been appointed financial advisor to Rubicon in relation to the offer. Any queries in relation
to the handling fee should be directed to Andrew Barclay at Goldman Sachs JBWere on +64 9 353 2358.
END