MEDIA RELEASE
FOR IMMEDIATE RELEASE
25 November 2015
Independent Committee recommends that shareholders should
reject Trustpower’s offer
(Taumarunui – New Zealand)
On 3 November 2015, King Country Energy Holdings Limited, a wholly owned subsidiary of NZX
Main Board listed Trustpower Limited, gave notice of its intention to make a full takeover offer to
acquire all of the shares in King Country Energy Limited.
Nova Energy Limited, which owns 54.07% of KCE’s shares, has agreed to accept the offer for all of
its shares.
The Board of KCE formed an Independent Committee of Directors to consider and respond to
Trustpower’s offer. The Independent Committee appointed Simmons Corporate Finance Limited as
Independent Adviser to prepare an Independent Adviser’s Report on the merits of the offer.
Offer timing
The Independent Committee understands that Trustpower will send the offer to shareholders by 3
December 2015.
The offer will be open for acceptances until 11.59 pm on 29 January 2016, unless the offer is
extended in accordance with the Takeovers Code.
Offer price
Trustpower’s offer has a two-tier offer price:

If Trustpower receives acceptances to its offer for between 50.1% and 70.2% of KCE’s
shares, the offer price will be $4.78 per share.

If Trustpower receives acceptances to its offer for 70.2% or more of KCE’s shares, the offer
price will be $5.00 per share.
Trustpower will not count any acceptances received from the King Country Electric Power Trust,
which holds 19.98% of KCE, in calculating the level of acceptances it has received for the purposes
of determining the offer price.
The offer is, in effect, an offer of $4.78 per KCE share. There is no guarantee that the offer price will
increase to $5.00.
In comparison to the offer prices, the Independent Adviser assesses the value of KCE’s shares in
the range of $4.62 to $5.90 per share.
Unanimous recommendation
The Independent Committee unanimously recommends that shareholders should not accept the
offer, unless the offer price is increased to $5.00 per share regardless of the level of acceptances.
In forming its recommendation, the Independent Committee had regard to a range of factors,
including the merits analysis set out in the Independent Adviser’s Report.
KCE’s Target Company Statement, including details of the Independent Committee's
recommendation and assessment of the offer, an Independent Adviser’s Report on the merits of the
offer, and KCE’s most recent interim report, will be included in a pack with the offer from
Trustpower.
Changes in Directors
Nova’s representatives on the Board, Timothy Cosgrove and Mahadevan Bahirathan, will resign as
Directors of KCE on the transfer of Nova’s shareholding to Trustpower under the offer.
At that time, two Trustpower representatives, Vincent Hawksworth and Paul Ridley-Smith, will be
appointed as Directors.
Toby Stevenson
Chairman of the Board and of the Independent Committee
-ENDSMedia Contacts:
Toby Stevenson
Chairman of the Board
King Country Energy
021 666 822
Rob Foster
Chief Executive Officer
King Country Energy
[email protected]
021 306 734
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