TEXT-NZ's Rubicon says has offer for 8.83 pct of shares

(The following statement was released by the company)

WELLINGTON, March 31 - On [insert date of Takeover Notice] March 2009, certain associated funds (together, Knott) announced that they would make a partial offer under the Takeovers Code (Offer) for a total of 8.83% of the fully paid ordinary shares in Rubicon Limited (Rubicon Shares).

Knott comprises a series of associated investment funds managed and administered by Dorset Management Corporation (Dorset) as investment manager and adviser.

The Funds collectively already hold an 18.50% shareholding in Rubicon Limited (Rubicon). In addition, David M. Knott, the sole shareholder and director of Dorset, holds or controls a further 0.98% shareholding in Rubicon (as disclosed in a substantial security holder notice dated 24 July 2008).

All of the funds comprising Knott are "associates" of each other for the purposes of the Offer. If the Offer is successful, this will see Knott increasing its aggregate shareholding in Rubicon from 18.50% to 27.33%.

Each of the Funds have entered into arrangements whereby Dorset has discretion as to the acquisition, disposition and voting of all securities (including shares in Rubicon) held by the Funds.

If successful, the Offer will result in Dorset increasing the percentage of voting rights it controls in Rubicon.

The key terms of the Offer are:

Offer Price: The consideration offered for each Rubicon Share taken up under the Offer is NZ$0.70 in cash.

Partial Offer: The Offer is for 8.83% of the Rubicon Shares (comprising, as at the date of this Offer, 22,003,186 Rubicon Shares). David M. Knott will not accept the Offer in respect of the 0.98% shareholding held or controlled by him (referred to in paragraph 1.3 above). Accordingly, Knott is effectively seeking to purchase 22,003,186 Rubicon Shares from 200,642,049 Rubicon Shares, which is equal to 10.97% of the Rubicon Shares not held or controlled by Knott and its associates.

Knott's control of Rubicon if the offer is successful Knott will hold or control 27.33% of the Rubicon Shares if the Offer becomes unconditional.

Knott and its associates will collectively hold or control 28.31% of the Rubicon Shares.