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Announcement

MEETING: BIL: Acquisition of Transport Investments Limited business

17 Nov 2017 17:21NZX
17 November 2017

NZX Market Announcement

Special Meeting - Acquisition of Transport Investments Limited business

Bethunes Investments Limited (NZX: BIL) (Bethunes) is pleased to confirm that
it will hold a Special Meeting of shareholders on 5 December 2017 at the
offices of Link Market Services Limited, Level 11 Deloitte Centre, 80 Queen
Street, Auckland, starting at 9 am.

At the meeting, shareholders will be asked to consider, and if thought fit,
to pass resolutions approving the acquisition of the business of Transport
Investments Limited and related transactions. Accompanying this announcement
are:

o The Notice of Meeting
o A Listing Profile detailing the transport and logistics business of
Transport Investments Limited
o An Independent Report on the transactions by Grant Samuel &
Associates Limited
o An Appendix 7 form for an intended consolidation of Bethunes shares
o An Appendix 7 form for the intended distribution of BIL 2016 Limited
shares to Bethunes shareholders

The Board considers that completing the Transactions will add value for
Bethunes shareholders as it presents them with the opportunity to own a
shareholding interest in the transport and logistics business of Transport
Investments Limited following the acquisition of that business by Bethunes,
while also retaining their interest in the business and assets of Bethunes
via BIL 2016 Limited. Accordingly, the Board unanimously recommends that
shareholders vote in favour of the resolutions in the Notice of Meeting.

In Grant Samuel''s opinion:

Based on the analysis of the merits outlined above, the terms of the Proposed
Transaction are fair and reasonable to the shareholders of Bethunes not
associated with TIL and TIL Logistics Group Limited and the Proposed
Transaction is in the best interests of Bethunes given the options reasonably
available to Bethunes at the current time.

Shareholders are encouraged to read the Independent Report by Grant Samuel in
full in determining their voting decision.

Website Information

As referred to in the Listing Profile, additional information on the business
and assets of Transport Investments Limited, including historic financial
information is available on the Bethunes website at
www.bethunesinvestments.com.

New BIL Distribution

On the basis that the resolutions are passed, the record date for the
in-specie distribution of Bethunes'' shares in BIL 2016 Limited to Bethunes''
existing shareholders (on a pro rata basis) will be 5 pm on 1 December 2017.
The distribution is intended to be completed on 5 December 2017. Further
details of the distribution are set out in the Appendix 7 form attached.

As is discussed in the Notice of Meeting, it is intended that BIL 2016
Limited will apply to compliance list on the NZX Main Board Market in the
first quarter of 2018 and will continue to pursue its acquisition and
investment strategy

Share Consolidation

On the basis that the resolutions are passed, Bethunes will consolidate its
ordinary shares on the basis that every 254.1915 shares will become 1 share.
The record date for the consolidation is 5 December 2017 and the
consolidation will be applied pre-market open on 6 December 2017. Further
details of the consolidation are set out in the Appendix 7 form attached.

Name and Ticker Code Change

Subject to the Transactions being approved by shareholders, Bethunes will
change its name to TIL Logistics Group Limited and its ticker code will
change to TLL.

The change in both name and ticker code are intended to apply from the
commencement of trading on NZX on 7 December 2017.

ENDS

For further information and media assistance, please contact:

Bethunes Investments Limited    Transport Investments
Limited
Christopher Swasbrook     Jackie Ellis, Media
Liaison
Phone: +64 21 928 262     Phone: + 64 27 246
2505
Email: chris.swasbrook@bethunesinvestments.com Email:
jackie@ellisandco.co.nz

About Transport Investments Limited (TIL)
TIL is one of the largest domestic freight and logistics businesses in New
Zealand, with a nationwide network of branches, depots and warehouses. TIL''s
activities include transporting and warehousing freight throughout New
Zealand and co-ordinating freight movements offshore with the assistance of
international alliances. TIL also has a specialist road tanker division which
is one of the largest operators in the New Zealand fuel delivery market by
road tanker.
End CA:00310573 For:BIL    Type:MEETING    Time:2017-11-17 17:21:27
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