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PEET LIMITED Capital/Financing Update 2009

Mar 26, 2009

65600_rns_2009-03-26_949bed7f-aa66-4962-a107-a2cedf81b812.pdf

Capital/Financing Update

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

27 MARCH 2009

PEET LIMITED ANNOUNCES EQUITY RAISING OF UP TO $81.5 MILLION

  • Launch of 1-for-3 accelerated non-renounceable entitlement offer raising up to $81.5m
  • Offer price of $1.10 per share
  • Institutional offer of approximately $64.4 million, including $10.5 million committed to by Peet Directors and related parties with the remainder underwritten by UBS AG, Australia Branch
  • Strengthens balance sheet and positions the Company for growth
  • Preparing for new retail syndicate launch in the 2009 calendar year
  • Continuing to actively manage Australia's third largest land bank held by an ASX listed entity
  • Dividend Reinvestment Plan for the 1H09 interim dividend suspended

Peet Limited ("Peet" or the "Company") today announced the launch of an equity raising to strengthen the balance sheet and position the Company for future growth.

Peet Managing Director and Chief Executive Officer, Brendan Gore, said the equity raising would reduce net debt1 and, in conjunction with other capital management initiatives, allow Peet to participate in attractive market opportunities that were likely to materialise over the medium term.

"A strengthened capital position will also allow Peet to reconsider the development program of projects that have been deferred due to our current focus on capital management," he said.

"Peet has a strong track record of being ahead of the cycle and we are demonstrating that again by moving to strengthen our balance sheet in preparedness for future growth opportunities."

The equity raising launched today is to raise up to $81.5 million through a 1-for-3 accelerated non-renounceable pro-rata entitlement offer ("Entitlement Offer"), at an offer price of $1.10 per share. The institutional component of the Entitlement Offer, representing approximately $64.4 million, is underwritten by UBS AG, Australia Branch except in relation to the participation by Directors and related parties. The Directors and related parties have committed to take approximately 9.5 million shares or approximately $10.5 million of the Entitlement Offer.

1 Defined as interest bearing debt less cash at bank

Following the Entitlement Offer, Peet's pro forma gearing ratio2 as at 31 December 2008 will reduce from 45% to approximately 33%3 . The Company's core debt facility of approximately $235 million does not mature until December 2010.

Peet Limited Chairman, Tony Lennon, said he was pleased that the offer would be open to retail as well as institutional investors.

"Peet has a very loyal investor base who have taken up funds and syndicate opportunities over many decades and, more recently, investment opportunities in Peet Limited itself," he said. "And we look forward to adding to that committed group of investors through this Offer."

"Peet has a long tradition of conservative and responsible capital management and already has in place a sound capital management program based on a well-articulated strategy to continue:

  • to sell a range of product to our core markets (first and second home buyers), particularly in the active Victorian market, generating strong organic cash flow;
  • our land syndication business, with the launch of a new syndicate later this calendar year; and
  • our program of non-core asset sales.

"This capital raising will provide greater financial flexibility at a time of increased opportunity arising from current market conditions. Peet is positioning itself to take advantage of conditions that favour businesses with strong balance sheets," he said. "We are keen to ensure we are ready to act when it is prudent – and in the best interests of our shareholders – to do so."

Mr Gore said the capital raising followed a period of consolidation and strengthening within the Company that had included bolstering the executive and senior management team, and the recruitment of a number of very experienced and talented operational staff.

"Our half year results to 31 December 2008 showed that the business is performing well in challenging conditions and benefiting from increased activity across the first and second home buyer markets – Peet's core markets."

With the launch of the Entitlement Offer, the Directors of the Company have suspended the Dividend Reinvestment Plan in respect of the interim dividend. All shareholders on the register on the dividend record date of 30 March 2009 will receive a $0.03 per share fully franked dividend in cash. The new shares issued under the Entitlement Offer will not participate in this dividend, however rank pari passu for all future dividends.

2 Defined as net debt / total assets adjusted for market value of inventory less land vendor liabilities and cash. Net debt excludes land vendor liabilities. A market valuation of inventory was undertaken by an independent valuer as at 30 June 2008 and updated by the Directors for 31 December 2008 based on additional capital expenditure incurred since that time, reduced by the value of lots sold and including a write down of $5.7 million. 3

Assuming 50% take-up under Retail Entitlement Offer.

ENTITLEMENT OFFER

Peet has commenced an accelerated non-renounceable pro-rata entitlement offer, at an offer price of $1.10 per share. The Entitlement Offer will be conducted on the basis of 1 new Peet ordinary share ("New Shares") for every 3 existing Peet ordinary shares ("Shares") held ("Entitlement") at 4.00pm AWST on Wednesday, 1 April 2009 ("Record Date")4 .

The offer price of $1.10 per New Share represents a 16.7% per cent discount to the closing price of Shares on 26 March 20095 .

The Entitlement Offer comprises an institutional component ("Institutional Entitlement Offer") of approximately $64.4 million and an offer to eligible retail shareholders to participate at the same price ("Retail Entitlement Offer"). UBS has been appointed Sole Lead Manager and Bookrunner to the Entitlement Offer and has underwritten the Institutional Entitlement Offer6 except in relation to the participation by Directors and related parties. The Retail Entitlement Offer is not underwritten.

For the Institutional Entitlement Offer, New Shares equal in number to those not taken up by Peet's eligible institutional shareholders and those which would otherwise have been offered to ineligible institutional shareholders will be offered for subscription to eligible institutional shareholders and selected institutional investors at the offer price of $1.10 per New Share.

Peet expects to announce the outcome of the Institutional Entitlement Offer to the market prior to the start of trading on 30 March 2009, with trading expected to resume at commencement of trading on ASX on that date.

Further details of the Entitlement Offer and the timetable are included in Annexure A to this announcement.

4 For the purposes of determining entitlements under the Entitlement Offer, Peet will disregard transactions in Shares after implementation of the trading halt in Peet shares on 27 March 2009, except for settlement of onmarket transactions that occurred prior to the implementation of the trading halt. 5

Being the last day of trading prior to the announcement of the Entitlement Offer. 6

The underwriting agreement includes a number of customary termination events.

BALANCE SHEET IMPACT

The Entitlement Offer will raise a minimum of $64.4 million and a maximum of $81.5 million. The table below sets out net debt, gearing and NTA per security assuming take up under the Retail Entitlement Offer of 0%, 50% and 100%.

This summary should be read in conjunction with Peet's consolidated financial report for the half year ended 31 December 2008.

31 Dec 2008 pro forma post transaction

Assuming participation by eligibleretail shareholders of:
31 Dec 2008 0% 1 50% 2 100% 3
Net debt (A$m) 273.4 211.7 203.3 194.8
Gearing (%) 4 45% 34% 33% 32%
NTA per security ($) 5 1.39 1.32 1.31 1.30

1 Reduction in interest bearing liabilities, net of transaction costs, of $61.7 million.

2 Reduction in interest bearing liabilities, net of transaction costs, of $70.1 million.

3 Reduction in interest bearing liabilities, net of transaction costs, of $78.6 million.

4 Defined as net debt / total assets adjusted for market value of inventory less land vendor liabilities and cash. Net debt excludes land vendor liabilities. A market valuation of inventory was undertaken by an independent valuer as at 30 June 2008 and updated by the Directors for 31 December 2008 based on additional capital expenditure incurred since that time, reduced by the value of lots sold and including a write down of $5.7 million.

5 Adjusted for market value of inventories.

It is unlikely that Peet will achieve 100% acceptance from all shareholders under the Retail Entitlement Offer.

OUTLOOK

Peet reconfirms the current trading conditions and business performance outlined in its half year results presentation dated 27 February 2009.

SHAREHOLDER ENQUIRIES

Retail shareholders who have questions regarding the Retail Entitlement Offer should call the Peet Entitlement Offer Information Line on 1300 755 641 (local call cost within Australia) or +61 3 9415 4060 (from outside Australia) at any time from 8.30am to 5.30pm (AWST) Monday to Friday. Further information regarding the Retail Entitlement Offer will be mailed to shareholders and will be available on our website at www.peet.com.au on or around 6 April 2009.

ANNEXURES

Attached to this document are a number of annexures.

  • Annexure A offer timetable and structure
  • Annexure B risk disclosure
  • Annexure C foreign jurisdictions selling restrictions (relating to the Institutional Entitlement Offer only)

For investor inquiries, call:

Brendan Gore Managing Director & CEO Peet Limited Phone: +61 8 9420 1111 Email: [email protected] For media inquiries, call:

Marie Mills Mills Wilson Communication Consultants Phone: +61 8 9228 1999 Mobile: +61 418 918 202 [email protected]

This release has been prepared by Peet in connection with the Entitlement Offer of New Shares to members of Peet other than those members in foreign jurisdictions who are excluded in accordance with ASX Listing Rule 7.7. The Entitlement Offer is being made in accordance with section 708AA of the Corporations Act without the need for a prospectus. Prospective investors should have regard to materials lodged by Peet in relation to ASX as Peet is a listed entity required to comply with continuous disclosure obligations.

The information provided in this release is not financial product or investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs. You should read the entire release and its annexures in relation to the Entitlement Offer and any materials lodged with ASX which you consider relevant and consider all of the risk factors that could affect the performance of Peet and the New Shares in light of your particular investment objectives, financial circumstances and investment needs (including financial and taxation issues) and seek professional advice from your accountant, financial adviser, stock broker, lawyer or other professional adviser before deciding whether to invest in New Shares. An investment in Peet is subject to investment risk and other risks, including possible loss of income and principal invested. A summary of certain risks associated with an investment in Peet is set out in Annexure B.

This release is not and should not be considered to be an invitation or offer of securities for subscription, purchase or sale and does not and will not form any part of any contract for the acquisition of shares in Peet.

Information contained in this release may be subject to change from time to time. If there are any material changes relevant to Peet or to the Entitlement Offer, Peet will lodge the appropriate information with ASX.

This release does not constitute an offer of shares for sale in the United States, or to any person that is or is acting for the account or benefit of any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") ("U.S. Person"), or in any other jurisdiction in which such an offer would be illegal. The New Shares have not been registered under the Securities Act, and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons unless the New Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. There is no intention to register the offer and sale of the New Shares under the US Securities Act or the securities laws of any State or other jurisdiction of the United States.

This release and its attachments include "forward-looking statements" within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "believe", "continue", "objectives", "outlook", "guidance" or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Peet, and its officers, employees, agents or associates, including risks associated with the ability of Peet to raise equity in the Retail Entitlement Offer and other risks described in Annexure B. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements and Peet assumes no obligation to update such information.

The underwriter has not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this release and does not make or purport to make any statement in this release and there is no statement in this release which is based on any statement by the underwriter. The underwriter and its affiliates, officers and employees, to the maximum extent permitted by the law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this document release and makes no representation or warranty as to the currency, accuracy, reliability or completeness of information.

ANNEXURE A – OFFER TIMETABLE AND STRUCTURE

Event Date
Institutional Entitlement Offer opens 10:00 am (AEDT) on 27 March 2009
Institutional Entitlement Bookbuild 27 March 2009
Institutional Entitlement Offer closes 2:00 pm (AEDT) on 27 March 2009
Record Date for the Entitlement Offer 4:00 pm (AWST) on 1 April 2009
Mailing of Entitlement and Acceptance Form to EligibleRetail Shareholders Completed by 6 April 2009
Retail Entitlement Offer opens 6 April 2009
Settlement of the Institutional Entitlement Offer andInstitutional Entitlement Bookbuild 14 April 2009
Issue of New Shares under the Institutional EntitlementOfferandInstitutionalEntitlementBookbuild,andnormal trading of those shares expected to commenceon ASX 15 April 2009
Retail Entitlement Offer closes 5:00 pm (AWST) on 30 April 2009
Settlement of the Retail Entitlement Offer 6 May 2009
Issue of New Shares under the Retail Entitlement Offer 7 May 2009
Dispatch of holding statements 8 May 2009
Normal trading of New Shares issued under the RetailEntitlement Offer expected to commence on ASX 8 May 2009

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Western Time ("AWST") or Australian Eastern Daylight Saving Time ("AEDT").

Offer Structure

The Entitlement Offer is non-renounceable and Entitlements cannot be traded on the ASX nor otherwise transferred. This means that Peet shareholders who do not take up their Entitlement to participate in the Entitlement Offer will not receive any value for those Entitlements and their equity interest in Peet will be diluted.

Institutional Entitlement Offer

Eligible Institutional Shareholders will be invited to participate in the Institutional Entitlement Offer on 27 March 2009. Eligible Institutional Shareholders who receive such an invitation will not be eligible to participate in the Retail Entitlement Offer.

Eligible Institutional Shareholders can choose to take up or not take up all or part of their Entitlements. Elections in regard to Entitlements need to be advised prior to 2:00pm (AEDT) on 27 March 2009 for Eligible Institutional Shareholders. New Shares equal in number to those not taken up by Eligible Institutional Shareholders and those which would otherwise have been offered to Ineligible Institutional Shareholders will be offered for subscription to Eligible Institutional Shareholders and selected institutional investors at the offer price of $1.10 per New Share.

Retail Entitlement Offer

Eligible Retail Shareholders will be invited to participate in the Retail Entitlement Offer on the same terms as the Institutional Entitlement Offer. The Retail Entitlement Offer will open at 9:00am (AWST) on 6 April 2009 and close at 5:00pm (AWST) on 30 April 2009.

Eligible Retail Shareholders

Eligible Retail Shareholders are those holders of Shares who:

  • are registered as a holder of Shares as at 4:00pm AWST on 1 April 2009 (the "Record Date");
  • have a registered address in Australia or New Zealand;
  • are not in the United States and are not, and are not acting for the account or benefit of, any U.S. Person;
  • are not an Eligible Institutional Shareholder who was invited to participate in the Institutional Entitlement Offer;
  • are not an Ineligible Institutional Shareholder or an Ineligible Retail Shareholder; and
  • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.

The Retail Entitlement Offer is not being extended to any Shareholder outside Australia and New Zealand save that Peet may (in its absolute discretion) extend the Retail Entitlement Offer to an institutional shareholder in a foreign jurisdiction which did not participate in the Institutional Entitlement Offer (subject to compliance with applicable securities laws).

Stock Lending

Eligible shareholders will be entitled to apply for 1 New Share for every 3 Shares held as at 4.00pm (AWST) on the Record Date, 1 April 2009. If a Peet shareholder has Shares out on loan, the borrower will be regarded as the shareholder for the purposes of determining the Entitlement (provided that those borrowed Shares have not been on-sold).

ANNEXURE B – RISK DISCLOSURE

Introduction

A number of risks and uncertainties, which are both specific to Peet and of a more general nature, may affect the future operating and financial performance of Peet and the value of Peet's Shares. You should carefully consider the following risk factors, as well as the other information provided to you by Peet in connection with the Entitlement Offer, and consult your financial and legal advisers before deciding whether to invest in the New Shares. The risks and uncertainties described below are not the only ones facing Peet. Additional risks and uncertainties that Peet is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect Peet's operating and financial performance.

If any of the risks occur or a combination of them, the value of your investment in Peet may decline. You may lose all or a part of your investment and your income from that investment may be lower than expected or zero.

General business risks

Changes in government policies

Changes in government policy (including fiscal, monetary and regulatory policies at federal, state and local levels), including policies on government land development, public housing, immigration and first homebuyer assistance and delays in the granting of approvals or the registration of subdivision plans may affect the amount and timing of Peet's future profits. In particular, a reduction to the current level of the First Home Owners' Boost may impact the demand for lots in Peet's residential projects. In addition, there is a risk that the current heightened level of activity in the first home owners' market has been driven by expectations of a reduction in incentives after 30 June 2009 and demand levels may fall after that date. This impact could be experienced through a reduction in the number of lots sold, the value of lots sold and profit achieved.

State government and/or council development contributions may be introduced in jurisdictions or increased, impacting land values and profitability of projects.

Rezoning and planning approval delays

The sale of lots in Peet's residential projects depends on achieving rezoning and planning approvals. If these approvals take longer than expected or are not achieved, Peet's sales volumes and profitability could be negatively impacted.

Increase in unemployment rate

Sales of lots in Peet's residential projects may be negatively impacted by a sustained increase in the unemployment rate in Australia, particularly in key markets where Peet has residential projects. This impact could be through a reduction in the number of lots sold, in the value of lots sold and profit achieved.

Inflation and construction costs

Higher than expected inflation rates generally, or specific to the broadacre residential development industry, could be expected to increase operating costs and development costs and potentially reduce the value of Peet's land. These cost increases may be offset by increased selling prices.

Availability of funding and refinancing risk

Peet's business is capital intensive. Peet's ability to raise funds on favourable terms for future refinancing, development and acquisitions depends on a number of factors including general economic conditions, political, capital and credit market conditions and the reputation, performance and financial strength of Peet's business. These factors could increase the cost of funding, or reduce the availability of funding, as well as increase Peet's refinancing risk for maturing debt facilities.

Peet's ability to refinance its debt facilities as they fall due will depend upon market conditions and Peet's operating performance. If the debt facilities are not refinanced and need to be repaid, it is possible that Peet will need to realise assets for less than their fair value, which would impact future cash flows.

With respect to Peet's facility with National Australia Bank ("NAB") maturing in March 2010, Peet has agreed to reduce the facility limit in August 2009 and June 2010 by a total of $40 million. Should Peet not satisfy the reduction in the facility limit, NAB may decide to review this facility or other Peet balance sheet debt facilities which could result in increased interest costs or accelerated repayment. Peet has no reason to believe cash flows will be insufficient to satisfy the reduction in facility limit.

Interest rates

The majority of Peet's interest costs are variable in nature. Increases in interest rates could have the effect of reducing the affordability and availability of properties for purchasers, therefore reducing demand and the number of lot sales made by Peet and its managed projects. Interest rates also impact on Peet's cost of funds.

Breach of financial covenants

As at 31 December 2008, Peet was in compliance with all covenants under its debt facilities. Proceeds from the Entitlement Offer, together with other capital management initiatives will strengthen Peet's balance sheet.

The financial covenants in Peet debt facilities relate to Peet earnings, cash flow and asset values, and a material movement in any of these may cause covenants under Peet's debt facilities to be breached. If a breach occurs, this is likely to have negative consequences for Peet, including the possibility of early repayment of drawn debt.

Property assets are by their nature illiquid investments. This may make it difficult to sell assets to repay debt.

Inability to launch further syndicates

Peet's business model depends on the ability to successfully raise money in syndicates from investors. An inability to launch further syndicates may result in a reduction of earnings from syndicate fees. The inability to sell down inventory from Peet's balance sheet into new syndicates over time may require Peet to obtain funding from other sources which may be expensive or difficult to obtain.

Reduction in funds management and syndicate earnings

Peet receives development, marketing and selling management fees, profit shares and performance fees on the syndicates and funds it manages. The level of fees received from Peet's funds management and syndicate businesses may be lower than expected.

Inventory write downs

Unanticipated factors affecting the value of land or development costs, including environmental issues, native title claims, land resumptions, failure to obtain rezonings and major infrastructure charges might impact future earnings. Based on current market conditions, Peet has recently written down the inventory value of some projects based on a decline in the expected realisation value of those projects. If market conditions remain difficult, there is a prospect Peet may be required to write down inventory values further.

Property values

Unanticipated factors can influence the realisable value of the assets of Peet. These include:

  • the profit and risk factors that are considered appropriate by professional valuers, for any properties held by Peet, in response to changes in market conditions;
  • changes in the conditions of town planning consents applicable to Peet projects, as a consequence of changes to council policies;
  • variances in the cost of development as a consequence of industrial action, increases in insurance costs for consultants retained by Peet or the imposition of taxes or levies by federal, state and local government agencies;
  • the presence of previously unidentified threatened flora and fauna species, which may influence the amount of developable land on major projects;
  • the activities of resident action groups;
  • archaeological or ethnographic claims, including native title claims; and
  • land resumptions for roads and major infrastructure, which cannot be adequately offset by the amount of compensation eventually paid, if any.

Future payment of dividends

Peet's current dividend payout ratio is 60%. The amount of future dividends actually paid will be determined by the board of Peet having regard to its operating results, financial position and available franking credits. There is no guarantee that any dividend will be paid by Peet or, if paid, that they will be paid at the same level as in previous periods.

Dependence on key personnel

Peet is reliant on a number of key personnel employed by Peet or consulting to Peet. Loss of such personnel or inability to attract suitably qualified personnel may have a materially adverse impact on the performance of Peet.

Competition

Peet competes with other property development businesses. Competitive pressures may result in lower sales prices for lots or delays in the timing of such sales. There can be no assurance that the actions of competitors or changes in consumer preferences will not adversely affect Peet's performance.

Acquisitions and joint ventures

Peet may make strategic acquisitions of businesses and joint ventures as part of its growth strategies. There can be no assurance that Peet will be able to successfully identify, acquire or integrate such acquisitions or joint ventures. Peet may also elect to fund acquisitions using existing or new bank facilities. The Directors will adopt prudent financial practices in assessing the appropriate funding mix.

Whilst it is Peet's policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions, such as the reliance on advice from consultants which may prove to be incorrect.

Subject to relevant joint venture agreements, Peet may be unable to control the actions of its joint venture partners and therefore cannot guarantee that the joint ventures will be operated or managed in accordance with Peet's preferred direction or strategy.

Environmental matters

The discovery of, or incorrect assessment of costs associated with, environmental matters or contamination on any of Peet's projects could have an adverse effect on the profitability and timing of receipt of revenue from that project. Peet's policy is to endeavour to undertake environmental due diligence on any property before acquisition, subject to time constraints and in the absence of indicative environmental concerns.

Capital expenditure

The risk of unforeseen capital or other expenditure requirements for Peet may impact returns to investors.

Litigation and disputes

Through the ordinary course of business, Peet may be involved in disputes and possible litigation. It is possible a material and costly claim, whether successful or not, could distract management from its core business and impact both the value of the assets, income and dividends of Peet.

General investment risks

Investors should be aware that there are risks associated with any investment in equity securities. Investors should recognise that the trading price of Peet shares may fall as well as rise with movements in the equity capital markets in Australia and internationally.

It should be noted that there is no guarantee that the New Shares will trade at or above the Offer Price. It should also be noted that the historic share price performance of Peet's shares provides no guidance as to its future share price performance.

As a listed investment, the market value of shares in Peet may be adversely impacted by the volume of shares being bought or sold at any point in time. Where there are relatively fewer buyers, the price at which an investor may be able to sell its shares in Peet may be adversely impacted.

General economic conditions

A number of factors outside the control of Peet may impact significantly on Peet, its operating and financial performance and the price of the Shares, including:

  • economic conditions in Australia and internationally;
  • general movements in local and international equity and capital markets;
  • investor sentiment;
  • changes in interest rates, exchange rates and the rate of inflation;
  • changes in fiscal, monetary and regulatory policies; and
  • international hostilities.

Prolonged or continued deterioration in general economic conditions, including a reduction in Government spending or a decrease in consumer and business demand, could be expected, ultimately, to have an adverse impact on Peet's operating and financial performance. This impact might not be immediate.

ANNEXURE C – FOREIGN JURISDICTIONS SELLING RESTRICTIONS

New Zealand

The Disclosure Materials and any other information relating to the Entitlement Offer ("Information") have not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the Securities Act 1978 (New Zealand).

United States

The Information does not constitute a prospectus or an offering memorandum or an offer to sell, or the solicitation of an offer to buy, New Shares, in the United States or to a U.S. Person (or to any person acting for the account or benefit of a U.S. Person), or in any other place in which, or to any person to whom, it would not be lawful to make such an offer.

The offer and sale of the Entitlements and the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, any U.S. Persons except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The Information may not be sent or distributed to persons in the United States or to U.S. Persons or to any persons acting for the account or benefit of U.S. Persons.

United Kingdom

The offer of New Shares and Entitlements has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done in relation to the New Shares and/or Entitlements in, from or otherwise involving the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) received in connection with the issue or sale of the New Shares and/or Entitlements has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which Section 21 (1) of FSMA does not apply to Peet.

Hong Kong

The Information has not been, and will not be, registered as a prospectus in Hong Kong under the Companies Ordinance (Cap 32)("CO") nor has it been, nor will it be, authorised by the Securities and Futures Commission ("SFC") in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the "SFO"), and the contents herein have not been reviewed by any regulatory authority in Hong Kong. The Information does not constitute an offer or invitation to the public in Hong Kong to acquire any New Share and/or Entitlements. Accordingly, the Information must not be issued, circulated or distributed in Hong Kong other than:

  • (a) to "professional investors" within the meaning of SFO and any rules made under that ordinance ("Professional lnvestors"); or
  • (b) in other circumstances which do not result in the Information being a "prospectus" as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO.

Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the New Share and/or Entitlements, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to New Share and/or Entitlements which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. No person allotted New Shares and/or Entitlements may sell, or offer to sell, such New Share and/or Entitlements to the public in Hong Kong within six months following the date of issue of such New Share and/or Entitlements.

You are advised to exercise caution in relation to the Entitlement Offer. If you are in any doubt about any of the contents of the Information, you should obtain independent professional advice.

Singapore

The Information has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Information and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of New Shares may not be circulated or distributed, nor may New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an existing holder of Shares pursuant to Section 273(1)(cd)(i) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") or (ii) to an institutional investor under Section 274 of the SFA, (iii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iv) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where New Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

  • (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
  • (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the New Shares pursuant to an offer made under Section 275 of the SFA except:

  • (1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
  • (2) where no consideration is or will be given for the transfer; or
  • (3) where the transfer is by operation of law.

Other jurisdictions

The New Shares may not be offered or sold in any other jurisdiction under the Entitlement Offer, except to persons to whom such offer, sale or distribution is permitted under applicable law.