GENERAL: WFD: UPDATE ON NORFOLK INVESTMENTS LIMITED

11 May 2010 12:14 pm

WFD 11/05/2010 GENERAL

REL: 1214 HRS Wakefield Health Limited

GENERAL: WFD: UPDATE ON NORFOLK INVESTMENTS LIMITED

NZX Announcement

11 May 2010

UPDATE ON NORFOLK INVESTMENTS LIMITED

Takeover Notice

On 10 March 2010, Wakefield Health Limited (NZSX: WFD) announced that it had entered into arrangements to acquire a controlling shareholding in Norfolk Investments Limited, the owner of a 60 percent interest in Grace Hospital in Tauranga.

Wakefield has today given formal notice under the Takeovers Code to Norfolk of its intention to make a full cash takeover offer for all of the shares in Norfolk.

The offer values Norfolk at $22.55 million, representing an offer price of $3.5365 per share. Norfolk shareholders will also receive a fully imputed net cash dividend of $0.1073 per share, resulting in a total value to Norfolk shareholders of $3.6438 in cash per share. Wakefield considers that this represents full and fair value for the Norfolk shares.

The proposed offer will be subject to a number of conditions, including standard ordinary course of business protections. Under the Takeovers Code, the earliest date on which Wakefield can open the offer is 26 May 2010.

NZX Waiver Interests associated with Wakefield's Chairman, Mr John Calder, are amongst those who have committed to accept the Wakefield offer.

As required by the Takeovers Code, the Calder interests will receive the same per-share consideration as all other Norfolk shareholders who accept the offer - with the total consideration to be received by the Calder interests from Wakefield representing only 1.73 percent of Wakefield's market capitalisation (as at market close on Monday, 10 May 2010). However, for technical reasons, acceptance of the offer by the Calder interests will be a related party transaction for the purposes of NZSX Listing Rule 9.2.1.

NZX Regulation has granted Wakefield a waiver permitting it to proceed with the offer (and the related party transaction) without Wakefield shareholder approval. The waiver is conditional on the directors of Wakefield who are not associated with Mr Calder giving certain certifications, including that the transaction is fair and reasonable to Wakefield shareholders and in the best interests of Wakefield.

For further information, please contact: Andrew Blair, CEO Wakefield Health Limited 021 477 635 End CA:00194753 For:WFD Type:GENERAL Time:2010-05-11:12:14:45

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