Warning: Unsolicited Offer for The Warehouse Group Limited Shares

Shareholders in The Warehouse Group Limited should be wary of an offer dated 18 April 2011 from Cargill Securities LP (Cargill) to buy their shares for $2.34 per share.

The general partner of Cargill is Mr Bernard Whimp. This follows a warning issued last week about an unsolicited offer by NZ Investment Securities LP, of which Mr Whimp is also the general partner, for Sky City Entertainment Group Limited shares. The Commission also warned that Mr Whimp, and some other people, had recently requested the share registers of a number of other listed companies. The Commission is concerned that other unsolicited offers may be made in the coming weeks.

The Commission is currently taking legal proceedings against Cargill and other limited partnerships associated with Mr Whimp.

The Commission considers that it cannot be in a shareholder's interests to accept the Cargill offer for the following reasons. The amount offered per share is less than the current market price of the shares. The most recent market price for the shares is available on the NZX website at www.nzx.com. At 3.00pm on 26 April 2011, the market price was $3.55 per share. If a shareholder instead sold their shares through a broker, they would receive the full market price (less any fees payable). That means that any shareholder who sold their shares to Cargill today would lose more than $1 per share - or around a third of their shares' value.

In addition, payment for the shares will not be made until up to 14 days after Cargill has received notification from the share registry that the shares have been transferred. It is therefore likely that shareholders will not receive payment for shares sold under the offer for at least 3 weeks after they accept it. If a shareholder instead sold their shares through a broker, they would likely receive payment within 3 working days.

The offers suggest that there is an urgent need for investors to act on the offers. The Commission is not aware of any such urgency.

It is not illegal to make an unsolicited offer to buy investments or to offer to buy them at a price below their current market value. However it is against the law to mislead or deceive investors into accepting an offer.

Any investor who receives an unsolicited offer is encouraged to treat such an offer with great caution, to carefully read the offer in full including any fine print anywhere on the forms, and to take the time to make a few important checks. For further guidance, see the Commission's website www.seccom.govt.nz.

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Contact: Roger Marwick 04 471 7659