Capital Properties: Takeover Notice From AMP

New Zealand

15 September 2005

Capital Properties New Zealand Limited Receives Takeover Notice From Amp Property Portfolio Limited

Capital Properties New Zealand Limited (CNZ) advises that it has today received a Takeover Notice under the Takeovers Code from AMP Property Portfolio Investments Limited ("AMP Property Portfolio"), a company wholly owned by the AMP NZ Property Fund.

AMP Property Portfolio intends to make a full offer under the Takeovers Code to purchase all the ordinary shares in CNZ it does not already hold. It is also noted that AMP Property Portfolio will not offer to buy CNZ's outstanding capital notes which are stated, in the Takeover Notice received from AMP Property Portfolio, to remain outstanding under their existing terms and conditions. A copy of the Takeover Notice has been provided to the NZX and the Takeovers Panel.

CNZ has appointed an independent committee of directors to advise on the offer. The independent committee consists of James Ogden (Chairman), Michael Cashin, Peter Coote and Tony Frankham (currently absent overseas). The first task for the independent committee will be to appoint an independent adviser, in accordance with the requirements of the Takeover Code, to prepare a report on the merits of the AMP Property Portfolio offer.

The consideration offered by AMP Property Portfolio for each CNZ ordinary share is $1.42. The offer is subject to a number of conditions, including that acceptances be received in respect of that number of CNZ's ordinary shares which, when taken together with those already held or controlled by AMP Property Portfolio, will confer on AMP Property Portfolio more than 50% of the voting rights in CNZ.

CNZ will respond to the Takeover Notice in accordance with the Takeovers Code. This will include provision of a Target Company Statement and independent advisor's report.

The independent committee advises shareholders not to sell until CNZ has received an independent advisor's report and issued its Target Company Statement.

ENDS

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