Forum Archive Index - October 2000
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Re: [sharechat] Full text of FCL Press release - Very Long!
Mike
Can you shed some light for sharechatters?
What's the feeling within FLC with respect to the announcement this morning?
Thanks in advance
Charles
>From: Mike Hudson <MHudson@placemakers.co.nz>
>Reply-To: sharechat@sharechat.co.nz
>To: "'sharechat@sharechat.co.nz'" <sharechat@sharechat.co.nz>
>Subject: [sharechat] Full text of FCL Press release - Very Long!
>Date: Tue, 10 Oct 2000 15:47:38 +1300
>
>This is the full text of the Fletchers News Release. It is very long but
>you
>may find it interesting, especially the FFS pro forma balance sheet.
>
>Fletcher Challenge sets course for its three Divisions
>
>
>October 10, 2000
>
>A programme to complete the Fletcher Challenge Group restructuring and
>separation of the remaining three targeted share Divisions was announced
>today by Dr Roderick Deane, Chairman of Fletcher Challenge Limited.
>
>In announcing the outcome, Dr Deane said "We indicated when we announced
>the
>sale of the Paper Division in April that the Board would continue to
>evaluate all potential outcomes for the Building, Energy and Forests
>Divisions, and this has now been completed. The Directors, together with
>the
>senior management and external advisors, have been involved in a
>comprehensive review and evaluation process to determine the announcements
>we are making today. Our over-riding goal in the process has been to
>maximise value over time for shareholders whilst adhering to a tight
>timeframe. I can say unequivocally that the Board is unanimous in
>recommending these restructuring outcomes, as the best value for
>shareholders, and a good outcome for New Zealand."
>
>Recommendations to Shareholders:
>
>Building Division
>* Will be separated as a stand-alone publicly listed entity named
>Fletcher Building
>
>Forests Division
>* Will be a stand-alone publicly listed entity named Fletcher
>Challenge Forests
>
>Energy Division
>* Will be sold to Shell and Apache Corporation for total
>transaction value of $4.6 billion (US$1.84 billion)
>
>And a new New Zealand-based company, Rubicon
>* Will be established to commercialise selected emerging
>technologies
>* Will play a key role in facilitating the Group restructuring
>process
>
>
>
>To: BUSINESS EDITOR From: GINNY RADFORD
> TRANSITION COMMUNICATIONS MANAGER
>Fax: AUTO Telephone: 64-9-571 9812 - Office
> Mobile: 021 968 935
> Fax: 64-9-571 9871
>Please Note: If you do not receive page(s) including this page, or if any
>page is not readable, please call the sender immediately on telephone
>64-9-525 9000. Further information on Fletcher Challenge Limited can be
>viewed at the Fletcher Challenge World Wide Web site, at
>http://www.fcl.co.nz
>It is intended that full information and disclosures on each of the
>recommendations will be provided to shareholders in December in preparation
>for the shareholder approvals in late January, 2001.
>
>Impacts:
>
>For Building Division shareholders
>
>* A stand-alone listed company, with a clear focus on the New Zealand
>building arena
>
>* Realignment of the portfolio towards core activities, including 'new
>growth' opportunities refocused on New Zealand
>
>* A final dividend of eight cents per share is declared to
>shareholders of record on 27 October, payable on 9 November, 2000
>
> For Forests Division shareholders
>
>* A stand-alone listed company, targeted to the marketing, processing
>and management of New Zealand-grown Radiata plantation forestry
>
>* A re-capitalisation of the company, through a fully underwritten
>pro-rata 2:1 rights issue of Forests preference shares at $0.25 per share,
>raising $427 million of new equity, with cash to be paid in full in
>December
>2000.
>
>* Rubicon will also subscribe for a placement of $90 million of
>Forests ordinary and preference shares
>
>* Forests' biotechnology and South American assets will be sold to
>Rubicon for $80 million
>
>For Energy Division shareholders
>
>* Receipt of
> NZ$ value
>- US$3.34 per share (NZ$8.30 at Monday's foreign exchange rate of
>0.4025) in cash 8.30
>- An entitlement to receive 1 Capstone share for every 70 Fletcher
>Challenge Energy shares held (equating to $1.72 per Fletcher Challenge
>Energy share at a foreign exchange rate of 0.4025 and Friday's Capstone
>share price of US$48.50) 1.72
>- 1 share in the new entity - Rubicon - for every Fletcher Challenge
>Energy share held (valued at approximately $1.20 each) 1.20
>
> Total value
> 11.22
>
>The total value of the transaction represents a premium of 43% over
>yesterday's Fletcher Challenge Energy closing share price.
>
>* There will be no final Fletcher Challenge Energy dividend
>
>* The acquisition by Shell and Apache is subject to regulatory
>consents in New Zealand (including the Overseas Investment Commission and
>Commerce Commission), Australia, Canada, the United States, and Brunei.
>The new company, Rubicon
>
>* Will be established, on separation, as an active business with a
>defined strategy to commercialise emerging new technologies that have
>high-growth, high-margin potential.
>
>* Will play an important role in the restructuring process, by
>supporting the recapitalisation of the Forests Division, and acquiring some
>Energy assets.
>
>* Will initially consist of:
>* The biotechnology assets and South American forestry assets acquired
>from the Forests Division for a combined price of $80 million
>* The Challenge! service station network of strong New Zealand small
>businesses, and the Brisbane, Timaru and New Plymouth terminals which
>support them, acquired for $20 million
>* 14% of New Zealand Refining Company shares
>* $20 million in cash
>* An alliance with Genesis Research and Development in relation to
>bioremediation
>* Commitments to subscribe for a placement of $90 million of Forests
>shares and also to sub-underwrite $170 million of the Forests rights issue
>
>Timetable:
>
>The indicative timetable, which may change as regulatory and Court
>processes
>require, is shown below. Shareholders will be kept informed of any
>changes.
>
>Mid-October Commerce Commission decision on the Shell application in
>relation to Energy
>
>2 November Annual Shareholders' Meeting, which will also consider
>Forests rights issue
>
>Mid-November Rights trading commences
>
>Early December Rights offer closes
>
>Late December Documentation mailed out for Separation meeting
>
>Late January Shareholder separation meeting and vote on recommendations
>
>Early February Separations completed
>
>The entire separation programme, which is subject to shareholder approvals,
>will be undertaken by way of a Court-approved plan of arrangement, as was
>the case with the sale of the Paper Division to Norske Skog.
>
>
>"The Board and management are pleased and satisfied about the outcomes
>announced today," said Dr Deane. "We believe they will provide the best
>value to shareholders, will retain some key New Zealand activities, and
>will
>establish successful and effective New Zealand-based businesses in
>building,
>forestry and the new economy. It will also establish our energy business
>in
>a position of scale for the future. Importantly, this outcome will retain
>a
>New Zealand focus for activities which have been a part of the New Zealand
>economy for many years, and also provide the catalyst for commercialisation
>of exciting new technologies from a New Zealand base. You have had a
>glimpse
>of the future. And it is bright"
>
>
>
>
>
>Details follow
>
>
>
>Fletcher Challenge Forests Limited
>
>A full range of Forests ("FFS") alternatives was canvassed with leading
>international forestry players - both industry and financial. The value
>implicit in those alternatives was compared with the value that could
>reasonably be expected to be achieved through a stand-alone Fletcher
>Challenge Forests.
>
>"It is clear that several issues have been impacting Forests Division's
>value, both in terms of its current share price trading range and also the
>value ascribed to it by financial and trade buyers, " Dr Deane said today.
>"However, as long as these issues are addressed quickly, we have no doubt
>that the stand-alone value of Fletcher Challenge Forests will be well in
>excess of all of the alternatives we have considered."
>
>These issues are:
>* Excessive financial leverage
>* The need to narrow the business focus
>* Concerns as to the future of the Central North Island Forest
>Partnership (CNIFP)
>* An improved cost / operational improvement focus
>* A key management appointment outstanding
>
>In terms of management appointments, Terry McFadgen will take up the
>position of Chief Executive of Fletcher Challenge Forests, filling the role
>that has been vacant since July of this year. Mr McFadgen has been Chief
>Executive of the Building Division for the past five years, and will bring
>to Forests a track record of successful leadership in a closely related and
>aligned industry. Mr McFadgen's skills and experience are particularly
>suited to the issues Fletcher Challenge Forests is addressing, and he will
>take up his new role immediately.
>
>In relation to the financial leverage of the Division, the Board's
>recommendation is that Fletcher Challenge Forests be re-capitalised by way
>of a fully-underwritten pro-rata 2:1 rights issue of preference shares at
>$0.25 each, raising approximately $427 million. In addition, Rubicon will
>subscribe for $90 million of Forests ordinary and preference shares at an
>ex-issue price of $0.40 per share which is equivalent to $0.70 per share
>cum
>issue (see rider). These new capital raisings will have a positive impact
>on the financial position of the Division, improving the debt to total
>capitalisation from 34.7% to 13.5%. (Refer attached proforma balance
>sheet).
>
>Fletcher Challenge Forests may consider using part of the proceeds arising
>from the recapitalisation to reduce the senior bank debt of the CNIF
>Partnership, provided that CITIC makes the same reduction. Receipt by the
>banks of these payments should allow them to grant a waiver of the event of
>default in respect of an earnings/interest ratio covenant which is
>otherwise
>expected to occur in December 2000.
>
>"Having completed a comprehensive evaluation process, the Board strongly
>believes that more value will accrue to shareholders by re-capitalising
>Fletcher Challenge Forests in this manner, rather than by selling the
>entire
>Division to an industry buyer or, alternatively, by selling part or all of
>the forest estate to effect the re-capitalisation. The price environment
>for
>timber and other Fletcher Challenge Forests' products is currently at a
>relatively low level in historical terms, and this was reflected in the
>offers received from third parties. The Board is not prepared to recommend
>to Fletcher Challenge Forests' shareholders, asset sales at current prices,
>" Dr Deane said.
>
>In terms of narrowing the business focus, Dr Deane explained: "Moving
>forward, Fletcher Challenge Forests will focus on its core operations and
>strategies surrounding:
>* expansion of its existing marketing and distribution activities in
>New Zealand, Australia, North America, Japan and Asia
>* its value-added processing operations
>* New Zealand forest management activities
>* its New Zealand Radiata resource
>Current strategies and assets that fall outside these activities, including
>our biotechnology assets and our activities in South America, are deemed to
>be non-core and are being sold to Rubicon."
>
>However, the recently-achieved certification by the Forest Stewardship
>Council is a globally-recognised benchmark for the sustainable management
>of
>forests. This will provide a significant marketing opportunity in those
>markets which demand environmental responsibility.
>
>The Directors have agreed that Fletcher Challenge Forests will sell its
>biotechnology and South American forestry assets to Rubicon for $80
>million.
>"We believe this reflects excellent value for the intellectual property
>that
>the Division has developed to date. In addition to achieving value in the
>sale, Fletcher Challenge Forests will be relieved of an existing and
>on-going financial commitment of some $40 million necessary to fund our
>share of ArborGen's cash requirements over the next 4 years. As part of
>the
>sale, Rubicon will agree to continue to make available to Fletcher
>Challenge
>Forests, at market value, the superior clonal resource developed out of the
>Te Teko laboratory in the Bay of Plenty. Overall this is an excellent
>value
>outcome for Forests Division shareholders, and also brings with it an
>important first step in the recapitalisation of the company," Dr Deane
>confirmed.
>
>In relation to continued partner issues in the CNIFP, Dr Deane said:
>"Despite best endeavours, to date we have been unable to reach agreement
>with CITIC on outstanding issues. These issues are complex and difficult to
>resolve, particularly with the overhang of the Group restructuring process.
>We are determined to resolve these issues with our partner, either by way
>of
>mutual understanding, binding arbitration or if necessary through court
>proceedings. If we are not able to achieve that, then clearly moving to
>split the assets in the partnership - again either by mutual agreement or
>by way of court proceedings - is another alternative open to us," Dr Deane
>continued.
>
>In relation to operational improvement, as the Forests Division is narrowed
>down to the core operations identified, there will continue to be
>opportunity for both cost reduction and operational improvement, building
>on
>the successful record of the past few years. " We are targeting a further
>reduction in annual non-forest operations costs of $15 million to be
>achieved over an 18 month period. These reductions will align the company
>closely with best-practice international benchmarks in this area as well as
>in its forest operational areas. In addition, a sustainable reduction in
>working capital will be targeted over the next six months, and a capital
>productivity program introduced." Dr Deane confirmed.
>Rider: Rights issue
>Approval for the rights issue (which will require an affirmative vote from
>more than 50% of all Fletcher Challenge shareholders voting together) will
>be sought at the Annual Shareholders' Meeting on 2 November 2000. As part
>of that rights issue, Rubicon has agreed with the underwriter to acquire a
>portion of any rights issue shortfall up to a maximum of $170 million.
>Normal conditions apply to the underwriting agreement. Included is a
>"market out" condition if there is a decline of 10% or more in the NZSE40
>Gross Index over five consecutive days. In addition, upon the separation
>of the Energy Division, Rubicon will subscribe for $90 million of Forests'
>shares by way of a placement. If separation does not proceed and Rubicon
>is
>not established, FCIL has agreed to compensate the underwriters for losses
>incurred arising from the underwrite and share placement up to a maximum of
>$200 million (such liability to be shared by the Energy Division as to ¾
>and
>by the Building Division as to ¼)
>
>
>
>Fletcher Building Limited
>
>The Building Division ("FCB") will stand alone as a separate publicly
>listed
>entity. The Board is convinced that Fletcher Building has the potential to
>be a high performing company. After full analysis, the Board's clear view
>is that the value which can be achieved by operating Fletcher Building as a
>stand-alone company, with the implementation of a new performance focus and
>strategic direction, far exceeds that offered by interested industry and
>financial buyers.
>
>The new direction of Fletcher Building will focus on earning the right to
>growth through three key themes:
>
>* Portfolio re-alignment, and the exit over time of under-performing
>and non-core assets. In particular, it is intended that the Division's
>current activities in both India and South America will be exited at the
>appropriate time, and the focus will move back to New Zealand-based
>businesses
>
>* An aggressive cost/operational programme, with an emphasis on
>achieving international best practice in all operations in terms of cost,
>efficiency and working capital usage
>
>* A increased involvement in "new-growth" opportunities within the
>building industry template in New Zealand
>
> Examples of this growth will include greater
>participation in e-commerce initiatives and extending Fletcher Building's
>existing research and development activities into composite building
>materials.
>
>These changes will be initiated with the appointment of a new Chief
>Executive Officer for Fletcher Building - Alexander Töldte, who brings a
>broad experience in implementing performance improvement and growth
>strategies to this role. Mr Töldte was previously Chief Executive of the
>Paper Division.
>
>"Expressions of interest were received for the whole of the Building
>Division from financial buyers", said Dr Deane. "However their view of
>value reflected the fact that they were unable to bring any significant
>industry synergies to a potential acquisition. While the restructuring
>process had generated significant trade buyer interest in the Building
>Division assets, it was clear that the narrow single-focus operations of
>the
>major global building industry players did not fit well with the portfolio
>nature of Building's current operations."
>
>Fletcher Building will also play a supporting role in the Group
>restructuring process, by sub-underwriting to Rubicon up to $50 million of
>the Forests' rights issue.
>
>The Board has also declared a final dividend of eight cents per share, to
>be
>paid on 9 November to shareholders of record on 27 October 2000.
>
>
>
>Energy Division
>
>The Board of Directors are unanimously recommending to shareholders the
>acceptance of an offer from Shell and Apache for the acquisition of Energy
>Division ("FCE").
>
>The transaction, which is conditional on regulatory and shareholder
>approvals, will involve Shell and Apache acquiring the Energy Division. As
>part of this transaction, Fletcher Challenge Energy shareholders will
>receive:
>
>* Cash of US$ 3.34 (NZ$8.30 at Friday's foreign exchange rate of
>0.4025) per Fletcher Challenge Energy share
>* An entitlement to receive 1 Capstone share for every 70 FCE shares
>held
>* 1 share in Rubicon (the new company to be formed) for every FCE
>share held
>
>In addition, Shell will make a payment to Fletcher Challenge Limited, which
>will be used to repay all outstanding indebtedness of FCE at closing, and
>also cover the Energy Division's share of the total Group restructuring and
>separation costs.
>
>"At Friday's Capstone share price of US$48.50 per share, and using the book
>value of Rubicon's assets, the joint Shell/Apache offer is equivalent to
>NZ$11.22 per FCE share. This is a 43% premium to yesterday's FCE closing
>share price on the NZSE of $7.85, and an even higher premium to the
>prevailing share price of around $6.75 per share in July - that is, the
>FCE
>share price prior to Shell's application to the NZ Commerce Commission
>being
>made public and any resultant take-over speculation being imputed into the
>FCE share price," Dr Deane said.
>
>"We recognise that a significant part of the value shareholders will
>receive
>will ultimately depend on the price attributed to the Capstone shares.
>While we cannot influence that in any way, a very positive aspect of the
>Shell and Apache offer is that it will ensure shareholders receive Capstone
>entitlements as soon as possible, so that they can make their own
>investment
>decision as to those shares. We hope that shareholders will be able to
>convert their Capstone entitlements into Capstone shares in just over a
>month from the settlement of the Shell and Apache transaction in mid
>February."
>
>Commenting on the US dollar nature of Shell's offer, Dr Deane confirmed
>that
>as FCE is a US dollar functional currency business, over time its share
>price has tracked, and will continue to track, movements in the NZ$ to US$
>cross rates. "Because of this, we have moved to protect the offer price to
>shareholders from movements in the New Zealand FX rate against the US
>dollar, by agreeing that Shell and Apache bid in US dollars," he said.
>
>The Shell and Apache offer is subject to regulatory consents in New
>Zealand,
>Australia, Canada, the United States and Brunei. The New Zealand Commerce
>Commission is expected to rule on any competition issues resulting from the
>acquisition shortly.
>
>Speaking to the wider review process adopted, Dr Deane said: "There was
>extensive third party interest in the Energy Division, and all major
>industry players with an interest in our particular mix of geographies, oil
>& gas assets and maturity profiles were contacted as part of the
>restructuring process."
>
>"Given that, we strongly believe that the price offered by Shell and Apache
>today represents the best value that can be obtained for shareholders in an
>outright sale of Fletcher Challenge Energy. Further, having reviewed the
>stand-alone alternative, the Board is confident the Shell and Apache
>proposal offers better value today, with certainty, than could reasonably
>be
>expected to be achieved over time, were the Division to trade as a
>separately-listed public entity."
>
>Dr Deane went on to say "While we may have liked to have seen an
>independently-listed Fletcher Challenge Energy, the Shell and Apache offer
>is an excellent one, and it is quite clear that it is in the best interests
>of Energy shareholders. In addition to the full cash component of the
>offer
>price - which represents a figure in excess of Friday's closing Fletcher
>Challenge Energy share price inclusive of the Capstone shares - the
>availability of the Capstone entitlement and the Rubicon shares as an
>additional component of the consideration is a significant plus for
>shareholders. With Capstone, they will be able to receive freely tradeable
>stock in a company that has shown very strong equity market performance
>since its initial public offering in June of this year."
>
>"The outcome would not have been possible without the restructuring that
>Greig Gailey and his team have carried out over the past 18 months, and the
>tight focus on operational performance that all employees have been
>responsible for," Dr Deane confirmed. "For our valued employees, customers
>and stakeholders in FCE, we are satisfied that we have been able to turn
>the
>business over to two leading players in the global E&P business. It is
>also
>very pleasing that both Apache and Shell have acknowledged the capabilities
>of many of our people."
>
>
>
>Rubicon
>
>Commenting on the formation of Rubicon, Dr Deane said: "The Board is
>excited
>about the establishment of a new company as part of the separation process.
>Rubicon will be an on-going, active business, with a defined strategy to
>commercialise new technologies that have the potential to capture
>high-growth, high-margin opportunities in emerging industries. Rubicon
>will
>be a New Zealand-based publicly-listed entity, and will form alliances with
>New Zealand's universities, Crown research institutes and other research
>groups to work with them to develop and commercialise the intellectual
>property and knowledge that exists in selected industries."
>
>The initial mix of business will reflect not only the future direction of
>Rubicon but also the need to facilitate the separation process through this
>vehicle. The business mix will be refined rapidly and constantly to ensure
>a
>focus on the core long-term strategies of Rubicon while looking to extract
>shareholder value from the non-core assets.
>
>On its establishment, Rubicon will consist of:
>
>* The forestry biotechnology assets (acquired from the Forests
>Division) consisting of: -
>
>* An active investment in ArborGen (the biotechnology joint venture
>between the Forests Division, Westvaco, International Paper and Genesis
>Research and Development Corporation, formed earlier this year to produce
>and market tree seedlings that will improve forest health and productivity)
>
>* The tree technology operations at Te Teko in the Bay of Plenty
>
>* A 2.9% investment in Genesis Research & Development (Genesis)
>
>* The South American forestry assets of the Forests Division
>
>* The Challenge! network of retail petrol operations, and related
>terminals in Timaru and New Plymouth, plus the Brisbane terminal (acquired
>in total for $20 million)
>
>* A 14% interest in NZ Refining Company
>
>* A strategic alliance with Genesis, to commercialise research and
>development of bio-remediation
>
>* A commitment to the Forests Division's recapitalisation by providing
>up to $170 million of any shortfall on the rights issue, and taking up a
>placement of $90 million of new Forests ordinary and preference shares.
>
>All the shares in Rubicon will be received by Energy shareholders as
>partial
>consideration for the acquisition of the Energy Division by Shell and
>Apache.
>
>New Board and Management
>
>Dr Deane also announced the appointment of Mr Luke Moriarty to the role of
>Chief Executive Officer of Rubicon. "Luke is an ideal candidate for this
>position. He has lived, studied and worked internationally, in both
>financial and strategic leadership roles. He has been a member of the
>Executive Office of Fletcher Challenge for several years with his current
>responsibilities encompassing the direction of the Group's strategic growth
>initiatives."
>
>Referring to Rubicon's mandate, Dr Deane continued: "Clearly, we have been
>extremely successful in this type of endeavour in the past. For example, a
>clearly defined vision of the future for distributed power generation,
>combined with a minimal US$20 million investment in Capstone Turbine
>Corporation, has generated some $900 million of value for shareholders
>today. We believe we can pursue promising similar future opportunities,
>including our current investment in ArborGen."
>
>To ensure Rubicon moves forward quickly, a Board and management team with
>broad international experience will be appointed. They will not only
>provide the key strategic and commercial governance required, but they will
>also enable the forging of relationships and alliances necessary to access
>opportunities and move the company forward. Key Board appointments will be
>announced immediately following the establishment of Rubicon.
>
>
>First alliances in place
>
>Rubicon will also establish a strategic alliance with Genesis Research and
>Development Corporation in relation to the commercialisation of research
>and
>development into industrial biotechnology and bio-remediation (the clean up
>of contaminated soil and groundwater through the use of microbes, fungal or
>plant-based organisms). "Environmental management is a US$500
>billion-industry internationally, and soil and water remediation represent
>a
>large proportion of this figure", said Dr. Deane. "Genesis and Rubicon
>will
>jointly fund research into the discovery of organisms that not only assist
>in the speed of natural remediation, but also increase the toxicity levels
>that can be handled. We see this as a natural extension of the type of
>work
>we are carrying out in ArborGen," he said.
>
>Role in restructuring of Fletcher Challenge Limited
>
>Dr Deane also explained that in addition to the value which will be derived
>from the implementation of Rubicon's on-going strategy, the company will
>play a critical but shorter-term role in the immediate dismantling of the
>Group's targeted share structure announced today.
>
>"First, its presence will help to complete the re-capitalisation of
>Fletcher
>Challenge Forests. By acquiring Forests Division's biotechnology and South
>American forestry assets at fair value and at the same time removing
>Forests' $40 million R&D cash commitment to ArborGen over the next 4 years,
>Fletcher Challenge Forest's focus is not only refined to its core business,
>but future free cashflow projections are improved. In addition, as Rubicon
>will support the rights issue by providing up to $170 million of any
>shortfall and also $90 million by way of new Forests share placement, it is
>providing increased certainty to Forest Division shareholders, and also to
>all Fletcher Challenge shareholders, that the overall Group separation will
>be successful.
>
>"Secondly, Rubicon will act as the acquirer of those Fletcher Challenge
>Energy assets which did not match with Shell's vision for the Division.
>Challenge! retail petroleum operations and their related terminals in New
>Zealand, and the Brisbane terminal in Australia and the New Zealand
>Refining
>Company shares all fall into this category. These will be non-core to
>Rubicon's outlined strategy, and will be disposed of as and when value can
>be achieved for shareholders.
>
>
>
>
>
>
>
>
>
>
>
>
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