TAKE_PAN: HED: TAKEOVERS PANEL TO MEET OVER HORIZON TAKEOVER

9 Mar 2010 2:16 pm

HED 09/03/2010 TAKE_PAN

REL: 1416 HRS Horizon Energy Distribution Limited

TAKE_PAN: HED: TAKEOVERS PANEL TO MEET OVER HORIZON TAKEOVER

Press Release

9 March 2010

TAKEOVERS PANEL TO MEET OVER HORIZON TAKEOVER The Takeovers Panel received and considered a formal request from Marlborough Lines Limited (Marlborough) to convene a meeting under section 32 of the Takeovers Act to inquire into a large number of allegations made by Marlborough against various parties involved in the unsuccessful partial takeover offer made by Marlborough for Horizon Energy Distribution Limited (Horizon) in September 2009.

The Panel considers that there may have been contraventions of the Code in respect of two of the allegations made by Marlborough relating to rule 64 of the Takeovers Code (rule 64 prohibits misleading or deceptive conduct in relation to transactions regulated by the Code):

- Horizon and/or the directors of Horizon may not have acted in compliance with rule 64 of the Code by issuing a revised profit outlook on 28 September 2009, if they had no reasonable basis for issuing that revised outlook; and - The directors of Horizon may not have acted in compliance with rule 64 of the Code by stating in the target company statement issued in response to Marlborough's offer that the valuation range of $3.96 to $4.68 per share did not reflect the full value of Horizon, if they had no reasonable basis for making that statement.

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993 in respect of those two allegations. The meeting will be held at the offices of the Panel, Solnet House, Wellington, on Friday 12 March 2010 and will be resumed on Tuesday 16 March 2010 at The Conference Centre, St John House, 114 The Terrace, Wellington. The meeting will be a private meeting.

Further details are available on the Panel's website at www.takeovers.govt.nz

NOTICE OF MEETING PURSUANT TO SECTION 32 OF THE TAKEOVERS ACT 1993

9 March 2010

TO: Marlborough Lines Limited C/- Radich Law 21 Bells Road BLENHEIM

Horizon Energy Distribution Limited C/- Bell Gully 171 Featherston Street WELLINGTON

Cameron Partners Limited 171 Featherston Street WELLINGTON

NOTICE IS HEREBY GIVEN:

That on 8 March 2010, the Takeovers Panel ("the Panel") met to consider a formal request by Radich Law, lawyers acting for Marlborough Lines Limited ("Marlborough"), that the Panel convene a meeting under section 32(1) of the Takeovers Act 1993 ("the Act") to inquire into a large number of allegations against various parties involved in the unsuccessful partial offer by Marlborough for Horizon Energy Distribution Limited ("Horizon") in September 2009.

The Panel considered the information and evidence received from Radich Law and Bell Gully, lawyers acting for Horizon, in relation to the above request including in relation to the directors' recommendations in Horizon's target company statement. As a result of its consideration of the allegations, the information and evidence, the Panel decided to convene a meeting pursuant to section 32(1) of the Act to consider issues arising in respect of two of the allegations made in Marlborough's request. The Panel considers that:

a) Horizon and/or the directors of Horizon may not have acted in compliance with rule 64 of the Takeovers Code ("the Code") by issuing a revised profit outlook on 28 September 2009, if there was no reasonable basis for issuing that revised profit outlook; and

b) The directors of Horizon may not have acted in compliance with rule 64 of the Code by stating in the target company statement in response to the partial offer by Marlborough for Horizon that the valuation range of $3.96 to $4.68 per share did not reflect the full value of Horizon, if they had no reasonable basis for making that statement.

The resolution of the Panel made on 8 March 2010 is as follows:

"On 22 February 2010 the Panel received a formal request from Radich Law, lawyers for Marlborough, to convene a meeting under section 32(1) of the Act to inquire into a large number of allegations against various parties involved in the unsuccessful partial offer by Marlborough for Horizon.

On the basis of the information available to the Panel, including the information included in Marlborough's request and the preliminary response by Horizon to that request, the Panel considers that:

Horizon and/or the directors of Horizon may not have acted in compliance with rule?64 of the Code by issuing a revised profit outlook on 28 September 2009, if there was no reasonable basis for issuing that revised profit outlook; and

The directors of Horizon may not have acted in compliance with rule 64 of the Code by stating in the target company statement in response to the partial offer by Marlborough for Horizon that the valuation range of $3.96 to $4.68 per share did not reflect the full value of Horizon, if they had no reasonable basis for making that statement."

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993 in respect of those two allegations. The meeting will be held at the offices of the Panel, Solnet House, 70 The Terrace, Wellington at 2:00 p.m. on Friday 12 March 2010 and will be resumed at 9.00 a.m. on Tuesday 16 March 2010 at The Conference Centre, St John House, 114 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 Chairman

David Oliver Jones End CA:00192268 For:HED Type:TAKE_PAN Time:2010-03-09:14:16:16

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