GENERAL: WFD: NORFOLK UPDATE

25 Jun 2010 3:24 pm

WFD 25/06/2010 GENERAL

REL: 1524 HRS Wakefield Health Limited

GENERAL: WFD: NORFOLK UPDATE

25 June 2010

NZX Announcement

NORFOLK UPDATE

Following an invitation from the Board of Norfolk Investments Limited (Norfolk), Wakefield Health Limited (NZX: WFD) on 11 May 2010 announced its intention to make a full cash takeover offer for Norfolk - at an offer price of $3.5365 per share. Prior to that date, Wakefield had secured pre-offer acceptance commitments in respect of 62.3% of the Norfolk shares. These commitments remain binding.

That offer did not proceed as the necessary Norfolk shareholder approval to waive the pre-emptive rights by ordinary resolution, sought at a meeting held on 25 May 2010, was not forthcoming. The result, however, was very close, with nearly 49% of the Norfolk shares being voted in Wakefield's favour.

Following that meeting, Wakefield took significant steps to address feedback from Norfolk shareholders and directors. Those steps included revising the proposed offer price up by 7 cents per share to $3.60 per share in cash, confirming Wakefield's consent to Norfolk paying a fully imputed net cash dividend of 10.73 cents per share, and offering certain post-offer protections for shareholders who wished to retain their interests in Norfolk - including governance rights and future liquidity exit options. Notice of intention to make a full takeover offer on these revised terms was given on 3 June 2010 and, in response, a further meeting of Norfolk shareholders has been called to be held on 29 June 2010.

Despite these concessions, and despite Wakefield's offer price being comfortably within the value range assessed by Grant Samuel (the independent adviser) and that no alternative proposal has, to Wakefield's knowledge, been tabled - the Norfolk Board this week recommended that Norfolk shareholders vote against waiving the pre-emptive rights at the 29 June meeting.

Acceptance or rejection of the proposed offer is ultimately a matter for individual shareholders based on their own view as to value and all of the other matters relevant to their decision. In an endeavour to allow the offer to be considered by shareholders, Wakefield today intends to waive all of the pre-offer acceptance commitments. This means that a positive vote to waive the pre-emptive rights and allow the offer to proceed will not bind any Norfolk shareholder to accept the offer. Rather, if the approval is obtained, Wakefield's offer will be made, will remain open for at least 30 days (unless withdrawn with the consent of the Takeovers Panel), and all Norfolk shareholders will be free to decide whether or not to accept Wakefield's offer having regard to its merits and free of any pre-offer commitments.

Wakefield expects this further important revision to its offer will be drawn to the clear attention of Norfolk shareholders by Norfolk's directors and reflected in updated advice from Grant Samuel.

For further information, please contact:

??Andrew Blair, CEO? Wakefield Health Limited? Mobile: 021 477 635 End CA:00196555 For:WFD Type:GENERAL Time:2010-06-25:15:24:45

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