Forum Archive Index - September 2002

["St. Mark's Soccer" <stmarks.soccer@paradise.net.nz>]

UNL
10/09/2002
T/O

REL: 1014 HRS UnitedNetworks Limited

T/O: UNL: Vector Limited selected as successful bidder

The Board of Directors of UnitedNetworks Limited (NZSE: UNL) is pleased to
announce that it will be recommending to shareholders they accept a takeover
offer to be made by VECTOR Limited (VECTOR) for all of the shares of
UnitedNetworks for a purchase price of $9.90 per share.

UnitedNetworks' decision is the culmination of a competitive bidding process
conducted by the company to sell all of the shares or assets to one or more
successful bidders.

In announcing their recommendation of the VECTOR bid, UnitedNetworks
independent director Mike Smith stated "We are pleased to have selected
VECTOR _ at a price and on terms and conditions we and our advisers have
determined is fair and reasonable and in the best interests of all
shareholders."

UnitedNetworks major shareholder (70.2%) Aquila Inc. has indicated it has
entered into an agreement to accept the VECTOR share offer.

Under its bid, VECTOR has entered into a binding commitment to make a
takeover offer for 100% of the outstanding UnitedNetworks shares in up to 30
days, subject only to its agreement with Aquila becoming unconditional.

Under Aquila's agreement with VECTOR, Aquila's indirect subsidiary UtiliCorp
N.Z. Limited is committed to selling its 70.2% interest in UnitedNetworks to
VECTOR promptly following the date the VECTOR takeover becomes effective
under New Zealand law. That binding commitment is subject to Aquila
obtaining certain bank consents within a 28 day period from today (the Aquila
banking consents). As a part of this commitment, Aquila and UtiliCorp N.Z.
Limited have agreed not to sell any UnitedNetworks shares or entertain,
solicit or consider any other offer from any other third party for a period
of 150 days.

To enable Aquila to enter into, and perform, its agreement with VECTOR, the
independent directors of UnitedNetworks have waived the cornerstone
relationship deed that would otherwise have restricted Aquila's ability to
take this action.

"We're pleased Aquila and UtiliCorp N.Z. Limited have reached this agreement
with VECTOR and are confident this transaction will be concluded promptly
following the expiration of the relevant statutory notice and waiting periods
under New Zealand law," said UnitedNetworks Chairman Keith Stamm.

Aquila announced on June 11 that, as majority owner of New Zealand-based
UnitedNetworks, it had requested that UnitedNetworks seek expressions of
interest from potential buyers. More than 20 interested bidders responded by
the June 28 deadline. In announcing the takeover offer UnitedNetworks CEO
Dan Warnock acknowledged the skills, attitude and commitment of the company's
staff and management in building UnitedNetworks into one of New Zealand's
leading companies. "We are proud to be handing on a company with such an
outstanding record of performance, undeniable financial strength and
excellent prospects for growth in the future".

Simultaneous Asset sales

The takeover offer for all of the shares in UnitedNetworks is only
conditional on the Aquila banking consents.

However, as a requirement of the VECTOR bid, the Board of UnitedNetworks has
agreed to simultaneously divest the Eastern Region electricity network to a
consortium of Powerco Limited and Hawke's Bay Network Limited for $785m and
the Central North Island gas networks to Powerco Limited for $220m.

The simultaneous asset sales will require UnitedNetworks shareholder
approval, purchaser shareholder approval, the takeover offer becoming
unconditional and UtiliCorp N.Z. Limited ceasing to be a shareholder of
UnitedNetworks, financier approval for Hawke's Bay Network Limited to
purchase part of the Eastern Network, and no material adverse change
occurring prior to completion, with the conditions to be satisfied within 3
months of today and completion 2 business days after satisfaction of the
conditions.

It should be noted that the takeover offer for the shares of UnitedNetworks
is not conditional on these asset sale conditions being satisfied.

Advisers

UnitedNetworks was advised by Deutsche Bank and Chapman Tripp on this
transaction.

UnitedNetworks

UnitedNetworks is currently New Zealand's 10th largest company by market
capitalisation with assets of NZ$2.3 billion. The company is one of New
Zealand's largest network infrastructure companies distributing electricity
to around 30% of the country's electricity consumers, gas to over 50% of New
Zealand's gas consumers and owns and manages broadband fibre optic networks
in the Auckland and Wellington CBDs.

For further information, please contact

Dan Warnock
Chief Executive Officer
UnitedNetworks Limited
Phone: (09) 919 4376
End CA:00081957 For:UNL Type:T/O Time:2002-09-10:10:14:52