Forum Archive Index - May 2001

["Nigel Wilson" <nj_wilson@hotmail.com>]

heres the announcement:  get in quick.

 

In accordance with clause 11 of the constitution of Montana Group (N.Z.)
Limited ("the Company") and Rule 4.5 of the New Zealand Stock Exchange
("NZSE") Listing Rules Millstream Equities Limited ("the Offeror") gives
notice of proposed transactions involving the acquisition of ordinary shares
in the Company ("Shares"). Terms defined in the NZSE Listing Rules carry the
same meanings where used herein. In accordance with clause 11.3 of the
Company's constitution, the Offeror advises as follows:

(a) The price at which the Offeror will acquire Shares will be in a range
between $4.16 and $4.64. (b) Any Transfer is conditional upon the Offeror
receiving acceptances from shareholders in respect of shareholdings in the
Company which, together with Shares currently or hereafter acquired by the
Offeror, aggregate to not less than 50.01% of the Shares (or 107,351,730
shares). The Offeror may at its complete discretion and by written notice to
the NZSE at the time of or after making an offer pursuant to this Notice,
waive this condition. (c) The Shares are ordinary shares of the Company. The
maximum number of shares which may be acquired by the Offeror is 214,603,572
Shares being approximately 99.97% of the Company's ordinary issued Shares.
(d) Persons reasonably expected to acquire relevant interests in Shares as a
result of the transactions are the Offeror, and its related companies,
including its ultimate parent company Allied Domecq plc. (e) The number of
Shares which will be held, or in which relevant interests will be held, by
the Offeror upon completion of the transactions will depend on the number of
Shares which the Offeror is able to acquire. If the Offeror acquires all of
the Shares to which this notice relates, the Offeror will on completion of
the transactions hold 214,660,528 Shares being 100% of the total Shares.
(f) Any Restricted Transfer of Shares would occur within a period which
commences 3 Business Days after the date of this notice and ends on 1 July
2001. (g) Acquisitions will be effected at the discretion of the Offeror:
(i) on the order matching market of the NZSE or by transactions effected off
that market and reported through the NZSE; and/or (ii) by private treaty with
holders of Shares; and/or (iii) pursuant to a written offer for Shares made
by the Offeror in accordance with section 4 of the Companies Amendment Act
1963; and/or (iv) by any other transaction, agreement, arrangement or
understanding which constitutes a "transfer" within the meaning of the NZSE
Listing Rules. In the first instance it is envisaged that initial Transfers
would be effected on market, through and by a special code established with
the NZSE, reflecting the special terms of the bid (being the terms and
condition set out in paragraph (b) above). If an offer is made in this manner
and less than 100% of the Shares are acquired by the Offeror pursuant to any
such stand but the condition described in paragraph (b) above is either
satisfied or waived, then a general written offer in accordance with section
4 of the Companies Amendment Act 1963 will be made to remaining shareholders
at the same effective price (adjusted to reflect any dividends, distributions
or other capital reconstructions, if any, effected by the Company after the date of this
notice) as any on market bid. This offer would be made within 90 days of the
date upon which the last condition described in paragraph (b) of this notice
to be satisfied or waived is satisfied, or otherwise waived by the Offeror.

This notice is given on 2 May 2001.

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