Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

1 Title 2 Application 3 Interpretation 4 Exemption from clause 20(b) of Schedule 2 of Code 5 Conditions of exemption

Schedule   Excluded provisions in valuation reports

1	Title This notice is the Takeovers Code (Metlifecare Limited) Exemption Notice 2005.
2	Application This notice applies to acts or omissions occurring on or after 15 November 2005.
3	Interpretation
(1)	In this notice, unless the context otherwise requires,- Act means the Takeovers Act 1993 Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210) excluded provisions means the provisions of the valuation reports that are described in the Schedule independent adviser's report means the report dated 15 November 2005 prepared by Grant Samuel & Associates Limited in relation to the offer and forming part of the target company statement independent directors' committee means the committee of independent directors of Metlifecare, comprising Peter Fitzsimmons and Michael Stiassny, formed for the purposes of considering and responding to the offer Metlifecare means Metlifecare Limited offer means the full takeover offer for all of the shares and options in Metlifecare made by Retirement Villages New Zealand Limited on 7 November 2005 target company statement means the statement referred to in rule 46 of the Code that Metlifecare has prepared in connection with the offer that is dated 15 November 2005 and that was sent to offerees on 21 November 2005 valuation reports means the valuation reports prepared by CB Richard Ellis Limited and referred to in the target company statement and the independent adviser's report.
(2)	Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

4	Exemption from clause 20(b) of Schedule 2 of Code Metlifecare is exempted from clause 20(b) of Schedule 2 of the Code to the extent that it requires the valuation reports to be made available for inspection and copies of the valuation reports to be sent to any offeree on request.
5	Conditions of exemption The exemption in clause 4 is subject to the conditions that- (a) Metlifecare makes available for inspection, in accordance with clause 20(b) of Schedule 2 of the Code, the valuation reports without the excluded provisions; and (b) Metlifecare sends to any offeree on request, in accordance with clause 20(b) of Schedule 2 of the Code, copies of the valuation reports without the excluded provisions; and (c) the valuation reports made available under paragraph (a) and the copies of the valuation reports sent under paragraph (b) are complete, except for the excluded provisions; and (d) the offerees to whom the reports are made available for inspection, or who request a copy of any valuation report, are notified- (i) that information has been deleted from the valuation reports; and (ii) of the general reasons why the information has been deleted; and (iii) of the general nature of the material information that has been deleted; and (iv) that the members of the independent directors' committee warrant to share and option holders that non-disclosure of the excluded provisions does not make the valuation reports misleading in any material particular; and (e) Metlifecare provides to every offeree that requests a copy of any valuation report a summary of the average ingoing contribution paid for by the residents of each retirement village referred to in the excluded provisions.
	Schedule Excluded provisions in valuation reports
	Valuation report Excluded provisions Valuation Report prepared by CB Richard Ellis Limited for Metlifecare Limited of Retirement Villlage Portfolio, dated 31 December 2004. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Bayswater. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Coastal Villas. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Crestwood. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Greenwood Park. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Highland Park. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Oakwoods. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Pakuranga. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Palmerston North. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Pinesong. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Powley. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Remuera. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Somervale. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Wairarapa. Valuation report prepared by CB Richard Ellis Limited for Metlifecare Limited of Retirement Village Occupation Licences, Community and Recreational Facilities, dated 30 September 2005. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Bayswater. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Coastal Villas. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Crestwood. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Greenwood Park. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Highland Park. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Oakwoods. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Pakuranga. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Palmerston North. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Pinesong. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Powley. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Remuera. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Somervale. The text contained in the columns headed Name, Date of Birth, Current Ages, Comm Date, Ingoing Contrib, and Current Ingoing, that appears in Appendix IV Resident Schedule of the appended Individual Report on Metlifecare Wairarapa.

Dated at Auckland this 6th day of December 2005.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 8 December 2005
This notice is administered by the Takeovers Panel.