RNS Number : 1866Z
Guinness Peat Group PLC
12 March 2012







("GPG" or "the Company")





Sale of shares in Turners & Growers completed


GPG made the following announcement and substantial shareholder notice today to the Australian Securities Exchange and the New Zealand Main Market.



Chris Healy

Company Secretary

Guinness Peat Group plc

Tel: +44 20 7484 3370


12 March 2012






12 March 2012


Further to its market announcement and substantial security holder notice, both dated 10 November 2011, GPG's sale of shares in Turners & Growers (T&G) pursuant to a lock-up agreement with BayWa Aktiengesellschaft (BayWa) has completed today. Under the lock-up agreement and BayWa's subsequent full takeover offer, 74,254,522 ordinary shares in T&G (being 63.46%) were sold by Ithaca (Custodians) Limited as custodian for GPG to BayWa for a total consideration of NZ$137.37 million (NZ$1.85 per share).




Anthony Eisen                              Chris Healy

Chief Investment Officer                Company Secretary

+61 (2) 8298 4314                       +44 20 7484 3370




Substantial Shareholder Notice


Disclosure of ceasing to have substantial holding

Section 25, Securities Markets Act 1988

To: NZX Limited

And: Turners & Growers Limited

Date this disclosure made: 12 March 2012

Date last disclosure made: 12 December 2011

Substantial security holder(s) giving disclosure

Name(s):                 Guinness Peat Group plc

                             Ithaca (Custodians) Limited

Contact details:

C/ Guinness Peat Group plc

Robert Campbell


+64 21 020 19192

Date on which substantial security holder(s) ceased to have substantial holding: 12 March 2012

Summary of previous substantial holding to which disclosure relates

Class of listed voting securities: Ordinary Shares (NZX:TUR)

Summary for: Guinness Peat Group plc and Ithaca (Custodians) Limited

For last disclosure,-

(a)    total number held in class: 74,254,522

(b)    total in class: 117,010,550

(c)    total percentage held in class: 63.460%

For current holding after ceasing to have substantial holding:

(a)    total number held in class: 0

(b)    total in class: 117,010,550

(c)    total percentage held in class: 0.000%

Details of transactions and events giving rise to person ceasing to have substantial holding

Details of the transactions or other events requiring disclosure under the instructions to this form:

1.  Ithaca (Custodians) Limited (Ithaca), acting as custodian for Guinness Peat Group plc (GPG), entered into a pre-bid agreement with BayWa Aktiengesellschaft (BayWa), dated 10 November 2011 (a copy of which is attached to GPG's disclosure dated 10 November 2011) for Ithaca to sell 74,254,522 ordinary shares in Turners & Growers Limited (T&G)(Pre-Bid Agreement) pursuant to a full takeover offer to be made by BayWa in accordance with the Takeovers Code (Offer). The consideration payable for the sale of the shares is NZ$137,370,865.70 (NZ$1.85 per share).

2.  On 9 December 2011 BayWa launched the Offer to acquire all of the ordinary shares in T&G.

3.  On 12 December 2011 GPG, through Ithaca, accepted the Offer subject to its conditions being satisfied, as required under the terms of the Pre-Bid Agreement.

4.  The Offer became unconditional on 6 March 2012 and closed for acceptance on 7 March 2012.

5.  Today all the shares in T&G in respect of which Ithaca has accepted the Offer for pursuant to the Pre-Bid Agreement have been registered under BayWa's name in T&G's share register. Accordingly, as Ithaca has accepted for all its shares in T&G, neither it nor GPG have a relevant interest in T&G and therefore neither is a substantial security holder.

No documents need to be attached to this notice further to Regulation 12, as referred to in paragraph 1 above. 

Additional information

Nature of connection between substantial security holders: Ithaca (Custodians) Limited held shares in Turners & Growers as custodian for Guinness Peat Group plc.

Address(es) of substantial security holder(s):

1st Floor, Times Place

45 Pall Mall


United Kingdom

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: BayWa Aktiengesellschaft.


I, Philip Adrian Tunstall, declare that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.



Philip Adrian Tunstall


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