Statement of reasons

This notice applies to acts or omissions occurring on or after 24 November 2005.

The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to St Laurence Holdings Limited (St Laurence) in respect of any increase in the percentage of the voting rights in NPT Capital Limited (NPT Capital) that it holds or controls as a result of the acquisition of shares in The National Property Trust Limited (NPT) under a share purchase agreement to acquire all of the shares in NPT entered into on 7 October 2005. NPT is the controller of all of the shares in NPT Capital. St Laurence will obtain voting control of NPT Capital, a code company, once it has acquired all the shares in NPT.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant this exemption because—

• •NPT Capital is a code company by virtue of its listing agreement with New Zealand Exchange Limited (although the only securities that are quoted are its capital notes):

• •all voting securities of NPT Capital are controlled by NPT:

• •the Code mechanisms for effecting a change in control of NPT Capital are, in this case, either impractical or unworkable.