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[LOGO OF Telecom]
15 August 2000
Media Release
(Embargoed to 9am)
TELECOM ANNOUNCES OFFER TO AAPT MINORITY SHAREHOLDERS
Telecom Corporation of New Zealand ("Telecom") today announced that its wholly
owned subsidiary TCNZ Australia Investments Pty Limited ("TNZ Australia")
intends to make a takeover offer for the approximately 20% of shares in AAPT
that it does not already own.
Telecom Chief Executive Theresa Gattung said that TNZ Australia will offer
minority shareholders A$7.25 in cash for each AAPT share. The offer price
represents a 23.5% premium to the volume weighted average trading price of the
shares over the three months ending 14 August 2000.
The offer will be subject to a number of conditions as set out in the
attachment.
Ms Gattung said: "Acquiring the balance of AAPT shares will enable us to take
real advantage of synergies that are increasingly evident, especially in the
high growth areas of data and mobile communications, and Internet services.
"Following our recent success securing the provision of integrated
telecommunications services to Commonwealth Bank, it has become clear to Telecom
that our ability to further grow and develop the business in Australia will be
enhanced by having full ownership of AAPT," she said.
"We will also have greater flexibility to develop our businesses on a regional
basis and to make the best strategic plays open to us going forward."
The cost to Telecom of acquiring all minority shares in AAPT will be
approximately A$444 million (excluding executive share options), and it will be
funded by additional borrowing which can be accommodated on the Telecom group
balance sheet.
Ms Gattung said formal offers will be sent to the minority shareholders shortly,
together with a bidder's statement.
Telecom New Zealand Limited
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A joint announcement with AAPT will be made at 10.30am New Zealand time.
TNZ Australia acquired an initial 9.9% shareholding in AAPT in May 1999 and
increased its shareholding to 82% during the second half of 1999 from which
level it has subsequently been diluted to 80% through the exercise of executive
share options.
Macquarie Bank Limited is advising Telecom on the proposed offer and Salomon
Smith Barney is advising AAPT.
For further information contact:
Martin Freeth, Media Relations
Telecom New Zealand
Tel: 64 4 498 9361 or 64 25 242 0174
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Attachment
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CONDITIONS OF OFFER
. Approval by the Australian Treasurer under the Foreign Acquisitions and
Takeovers Act or expiry of the notice period provided for under that Act
without any objection having been notified prior to the close of the offer.
. That during, or at the end of, the Offer Period, the number of AAPT Shares in
which TNZ Australia and its related bodies corporate together have relevant
interests (disregarding any relevant interest that TNZ Australia has merely
because of the operation of section 608(3) of the Corporations Law) would be
equal to or greater than 90% of all the AAPT Shares if all of the then
outstanding AAPT options were exercised.
. That during, or at the end of, the Offer Period, TNZ Australia and its
associates have acquired at least 75% of the AAPT Shares for which the Offers
are made under the takeover bid (whether the acquisition happened under the
takeover bid or otherwise).
. That the All Ordinaries Index of ASX at any time on any day during the period
beginning on 15 August 2000 and ending at the end of the Offer Period does
not fall below 2785.
. None of the following events occurs during the period beginning on 15 August
2000 and ending at the end of the Offer Period:
(i) AAPT converts all or any of its shares into a larger or smaller
number of shares;
(ii) AAPT or a subsidiary of AAPT resolves to reduce its share
capital in any way;
(iii) AAPT or a subsidiary of AAPT:
* enters into a buy-back agreement; or
* resolves to approve the terms of a buy-back agreement under
section 257C(1) or 257D(1) of the Corporations Law;
(iv) AAPT or a subsidiary of AAPT issues shares (other than upon
exercise of existing options) or grants an option over its
shares, or agrees to make such an issue or grant such an
option;
(v) AAPT or a subsidiary of AAPT issues, or agrees to issue,
convertible notes;
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(vi) AAPT or a subsidiary of AAPT disposes, or agrees to dispose,
of the whole, or a substantial part, of its business or
property;
(vii) AAPT or a subsidiary of AAPT charges, or agrees to charge, the
whole, or a substantial part, of its business or property;
(viii) AAPT or a subsidiary of AAPT resolves to be wound up;
(ix) the appointment of a liquidator or provisional liquidator of
AAPT or of a subsidiary of AAPT;
(x) a court makes an order for the winding up of AAPT or of a
subsidiary of AAPT;
(xi) an administrator of AAPT, or of a subsidiary of AAPT, is
appointed under section 436A, 436B or 436C of the Corporations
Law;
(xii) AAPT or a subsidiary of AAPT executes a deed of company
arrangement; or
(xiii) a receiver, or a receiver and manager, is appointed in
relation to the whole, or a substantial part, of the property
of AAPT or of a subsidiary of AAPT.
END
