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Notice of Meeting Pursuant to Section 32 Takeovers Act 1993
 

NOTICE OF MEETING PURSUANT TO SECTION 32 TAKEOVERS ACT 1993

19 July 2004

TO:
Richmond Limited (referred to in this notice as "Richmond")
C/- Izard Weston
Lawyers
Novell House
89 The Terrace
WELLINGTON

PricewaterhouseCoopers
Facsimile: (09) 355 8001
AUCKLAND

NOTICE IS HEREBY GIVEN:

On 6 July 2004 the Takeovers Panel received a copy of the target company statement Richmond had issued to its shareholders pursuant to rule 46 of the Code, in response to a takeover offer dated 28 June 2004 made by PPCS Limited for all the securities in the Company it did not hold. The Panel noted that Richmond's target company statement contained a number of omissions in the disclosures required under Schedule 2 of the Code.

Clause 26 of Schedule 2 of the Code requires certification of the target company statement by the target company's chief financial officer. The target company statement did not include any certification by Richmond's chief financial officer at the time, Mr Julian Prior. The Panel considered this issue at a meeting held on 16 July 2004 and has decided to convene a meeting under section 32 of the Takeovers Act 1993 to determine the matter.

The resolution of the Panel made on 16 July 2004 is as follows:

On or about 6 July 2004 Richmond issued its target company statement in response to the takeover offer dated 28 June 2004 made by PPCS Limited for all the voting securities in Richmond that it did not already hold or control. The target company statement was certified by Richmond's chairman and three directors. There was no certification by the chief financial officer of Richmond.

The Panel considered that, by issuing a target company statement that was not certified by the chief financial officer of the Company, Richmond may not have acted in compliance with clause 26 of Schedule 2 of the Code.

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993. The meeting will be held at 10.00 a.m. on Thursday 22 July 2004 at the James Cook Hotel, Grand Chancellor, The Terrace, Wellington. The meeting will be a private meeting.

Your attention is drawn to section 31V of the Takeovers Act 1993.

SIGNED for and on behalf of the
Panel by the Deputy Chairperson
)
)

___________________________
D O Jones
Chairperson