Notice

1	Title This notice is the Takeovers Code (Rubicon Limited) Exemption Notice 2009.
2	Application This notice applies to acts or omissions occurring on or after 27 April 2009.
3	Expiry
	This notice expires on the close of 31 July 2009.
4	Interpretation
(1)	In this notice, unless the context otherwise requires,- Act means the Takeovers Act 1993 Code means the Takeovers Code under the Act target company statement means the statement referred to in rule 46 of the Code that Rubicon Limited is required to send in relation to the proposed partial takeover offer by Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Commonfund Hedged Equity Company, Good Steward Trading Company SPC, Mulsanne Partners, L.P., Shoshone Partners, L.P., and Focus 300 Ltd that was announced by way of takeover notice dated 31 March 2009.
(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.
5	Exemption
	Rubicon Limited is exempted from clause 18(2) and (3) of Schedule 2 of the Code in respect of the target company statement.
6	Condition of exemption
	The exemption in clause 5 is subject to the condition that a statement is included in the target company statement advising offerees that they are entitled to obtain a copy of Rubicon Limited's most recent half-yearly report from- Rubicon Limited's Internet site; or Rubicon Limited on request and free of charge.

Dated at Wellington this this 23rd day of April 2009.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice applies to acts or omissions occurring on or after 27 April 2009 and expires on 31 July 2009.

The Takeovers Panel (the Panel) has granted an exemption for Rubicon Limited (Rubicon) from clause 18(2) and (3) of Schedule 2 of the Takeovers Code (the Code).

On 31 March 2009, Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Commonfund Hedged Equity Company, Good Steward Trading Company SPC, Mulsanne Partners, L.P., Shoshone Partners, L.P., and Focus 300 Ltd announced their intention to make a partial takeover offer for Rubicon. If the offer is made, Rubicon will be required to send a target company statement to offerees in accordance with rule 46 of the Code. Clause 18(2) of Schedule 2 of the Code would require the target company statement to include a copy of Rubicon's most recent half-yearly report. The Panel is advised that Rubicon sent its most recent half-yearly report to its shareholders on 18 March 2009. Rubicon sought an exemption from the requirement in clause 18(2) of Schedule 2. A consequential exemption from the requirement in clause 18(3) of Schedule 2 was also sought.

The Panel considers that the exemption is appropriate and consistent with the objectives of the Code because-

• the condition of the exemption ensures that a copy of Rubicon's half-yearly report is available to any Rubicon shareholders who request it or who have access to the Internet:
• it maintains a proper relation between the costs of compliance with the Code and the benefits arising from it.

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