Fletcher Challenge Ltd
1980 - 2001
PRED: Challenge Corporation Ltd ( -1981) Fletcher Holdings Ltd (-1981) Tasman Pulp and Paper Company Ltd ( -1981)
Fletcher Challenge Ltd was incorporated on November 10, 1980 and became operative on January 5, 1981 as a result of the merger of Challenge Corporation Ltd, Fletcher Holdings Ltd and Tasman Pulp and Paper Ltd. Its Chairman and Chief Executive was RR (Ron) Trotter, Managing Director HA (Hugh) Fletcher and Executive Director and Secretary DG (David)Sadler.

The operating activities of the group were divided into 6 sectors, the chief executives of each one being executive directors of Fletcher Challenge Ltd Ltd . Those sectors were Construction and Property (Chief Executive, JG (Jack) Smith), Energy and Mineral Resources (Chief Executive, AB (Barrie) Downey), Finance and Computers (Chief Executive, IR (Ian) Small), Forest Industries (Chief Executive, LC (Carl) Ryan), Manufacturing and Merchandising (Chief Executive, JR (Jim) Fletcher) and Rural and Trading (Chief Executive, I (Ian) Donald).

The Construction and Property Sector covered design, development and construction of commercial, industrial and institutional buildings in NZ and overseas; civil engineering; major projects; roading; mechanical services; residential (overseas); land development and disposal; property and shopping centre management; real estate marketing and consultancy. It was divided into three divisions:

1. Construction - The Fletcher Construction Co. Ltd was the major operating company and incorporated:a) NZ operations, with two business areas being Fletcher Development and Construction Ltd and Fletcher Mechanical Ltd. b) Civil Engineering operations, with associated companies Reliable Roads Ltd (50%), Waikato Bitumen Ltd (50%) and Wilkins & Davies Construction Co. Ltd (25%). c) Australian operations, with Fletcher Organisation Pty Ltd and Watts Holdings Ltd (including James Wallace Pty Ltd). d) Overseas contracting operations, including Morobe Constructions Pty Ltd and Fletcher Reddy (50%). The managing director of this division was GSA Hamilton.

2. Property - This incorporated the operations of The Fletcher Trust and Investment Co. Ltd, Wright Stephenson Properties Ltd, Land Projects Ltd, Broadlands Centre Ltd and Broadlands Properties Ltd, among others. It had 5 business areas:a) Marketing and consultancy, operating under the name Colliers b) Shopping centres, with associated companies Fletcher Mainline Ltd (50%) and Challenge Properties Ltd (50%) c) Property management, including Grosvenor Properties Ltd (50%) d) Group property e) Land, with associated companies Hami Matanga Ltd (50%), Waitemata Properties Ltd (50%) and Crest Properties Ltd (50%). The managing director of this division was JW Hodgetts.

3. Special Projects - This was concerned with investigation of new industries and included the operations of South Pacific Aluminium Ltd (33.3%). The managing director of this division was JG Smith. Other sector appointments included:Construction Division - J Bryant (GM Fletcher Construction Civil Engineering), G Clare (chief executive Fletcher Construction Australia), B Connor (GM Fletcher Construction Overseas), J Craig (GM Fletcher Construction NZ):Property Division - WKS Christiansen (GM Real Estate), K Robinson (GM Shopping Centres), PBC Pirani (GM Portfolio Management), WB Maud (GM Group Properties), HA Parsons (GM Land):Special Projects Division (South Pacific Aluminium Ltd) - R Dehler (Deputy GM) and J Espie (Deputy GM).[10]
The Energy and Mineral Resources Sector included Fletcher
Aluminium Ltd and also other major projects under
examination.

The Finance and Computers Sector was responsible for financial services to NZ industry, the public and the Group through merchant bank, consumer finance and credit card operations, plus a nation-wide computer bureau for airline ticketing, accounts etc. It included Broadlands Finance Ltd, Broadbank Corporation Ltd, Broadlands Finance Ltd (51%), South Pacific Credit Card Ltd, Challenge Computer Systems, and the associated company Hogg Robinson (NZ) Ltd (46%).

The Forest Industries Sector covered forestry, sawmilling, manufacture of newsprint, kraft pulp and wood panel products. Its companies included Tasman Pulp and Paper Co Ltd, Fletcher Forests Ltd, Fletcher Timber Ltd, Fletcher Wood Panels Ltd and the associated company, Hikurangi Forest Farms (50%).

The Manufacturing and Merchandising Sector was responsible for manufacturing, merchandising and housing. It included:1. The Fletcher Industries Ltd, which co-ordinated the activities of Fletcher Steel, Fletcher Brownbuilt, Corrugated Steel Products, Duroid, D.H. Davies & Co. Ltd (85%), Morrison Industries Ltd, The Great Outdoors Co. Ltd and the associated company, Pacific Steel Ltd (44.3%).

2. New Zealand Wire Industries Ltd (87.5%)

3.Fletcher Concrete Ltd, which co-ordinated the activities of Firth Industries, Certified Concrete and Stresscrete Industries

4. Fletcher Timber Ltd, which incorporated operations under its own name as well as Fletcher Merchants Ltd, Ellis & Burnand Ltd, Felvins Ltd, Mount Timber and Hardware Ltd and associated companies Barrow Box Co. Ltd (50%), Pacific Lumber Co. Ltd (33.3%) and Port Craig Timber Co. Ltd (24.3%).
5. Corporate Trading Division, which co-ordinated the activities of Fletcher Residential Ltd, Beazley Homes Ltd, Fyfe Homes Ltd, Grenada Homes Ltd and Warner and Masters Ltd and the associated housing companies Dempsey Morton & Company Ltd (45.5%), Merritt- Beazley Homes Ltd (50%) and New Zealand Housing Company Ltd (50%). Associated company investments included CAC Industries Ltd (30%), Nylex Fletcher Ltd (50%), NZ Light Leathers (12.5%) and Vacation Hotels Ltd (42%).


The Rural and Trading Sector covered rural servicing and merchandising, motor car manufacturing and retailing, fishing and LPG distribution activities. The principal company in this sector was Wrightson NMA Ltd, with other companies being Fletcher Agriculture, Fletcher Lucerne, Wright Stephenson and Co. (Australia) Pty Ltd, MacEwans Machinery Ltd, Rockgas Ltd, Wrightcars Ltd, Toyota New Zealand Ltd (40%), Fletcher Fishing Ltd, and Wrightson NMA Fisheries Division.

The senior functional staff of Fletcher Challenge Ltd appointed in 1981 were Corporate Relations Director, EL (Lin) Stoddart; General Counsel, WG (Bill) Thurston; Corporate Planning Director, ED (Dave) Andrews; Deputy Secretary, VG (Vic) MacLennan; Controller, GM (Max) Minnis; Chief Accountant, MJ (Mike) Cashin; Treasurer- Corporate, MS (Michael) Hood; Treasurer-Special Projects, BD (Bruce) Cooper and Deputy Treasurer Treasurer, C (Colin) Brough. [1]

The first Board of Directors of Fletcher Challenge Ltd comprised (as Executive Directors) RR Trotter, HA Fletcher, I Donald, AB Downey, JR Fletcher, LC Ryan, DG Sadler, IR Small, JG Smith and ED Watts and (as non-executive Directors) Sir James Fletcher, KO Brown, Rt Hon Lord Denman, JC Fair, JS Fletcher JB Horrocks, IG Lythgoe, IEO McKellar, GE Pearce, RSV Simpson, RG Stark and W Wilson.

In 1981 a new company, South Pacific Aluminium Ltd, was formed as a joint venture by 3 partners - Fletcher Challenge Ltd Ltd , Swiss Aluminium Australia and Gove Alumina Ltd (a subsidiary of CSR Australia) - to establish an aluminium smelter and downstream processing facilities at Aramoana. Fletcher Challenge Ltd was responsible for arranging 50% of the equity in the project and Gove Alumina and Swiss Aluminium 25% each.[8]

In 1981 Fletcher Challenge Ltd sold the following subsidiaries and interests:Carter Holt Holdings Ltd (23.6%), Nylex Fletcher Ltd (plastics manufacturer - 50%), Revertex Industries Ltd (20.8%), Scott Bonnar Ltd Australia (wholly owned), Travelodge NZ Ltd (25%), Vacation Hotels Ltd (46.9%), Wrightson Wines & Spirits Ltd (wholly owned), New Zealand Light Leathers Ltd.[6]

It also acquired 16.2% of Pacific Steel Ltd, taking its shareholding to 44%, 24.9% of Steel & Tube Holdings Ltd, took its shareholding in Lusteroid Holdings (NZ) Ltd to 40.9%, acquired a further 21% of Marac Holdings Ltd taking its shareholding to 57% and acquired Morobe Construction (PNG) Ltd.[7]

The following appointments were made in the Finance and Computers sector:D Brash (GM planning and staff), J Endres (GM business development), H Cranefield (sector secretary and GM credit), T Haydon (GM retail finance) and G Perrin (GM merchant banking).[5]



In 1981 the office of Fletcher Challenge Ltd in London became Fletcher Challenge Ltd Ltd , London and was re-organised to serve the entire Fletcher Challenge Ltd Group.[2]

Effective from April 17, 1982, AB Downey was appointed chief executive of the Manufacturing and Merchandising Sector, replacing JR Fletcher. The sector was also expanded to include the group's aluminium interests.[3]

Also in 1982 the research, exploration and development activities of the Energy and Mineral Resources Sector were removed and became the responsibility of ED Andrews, director of corporate planning.[3]

A new corporate structure was announced for the Forest Industries Sector at the beginning of 1982. The sector would now be called Tasman Forest Industries Ltd, which would be the effective holding company for the 4 major operating divisions in the sector - Tasman Pulp & Paper Co Ltd, Tasman Forestry Ltd, Tasman Timber Ltd and Fletcher Wood Panels Ltd. Directors of the new company were LC Ryan as MD and chief executive, I Clinkard company secretary, NB Darrow (planning and finance) and GD Mace (marketing). The directors of the major operating companies within the sector also became directors of Tasman Forest Industries Ltd, together with the chief operating executives of each activity - namely B Ashwin, GM Operations Tasman Pulp & Paper Co Ltd, R Usmar, GM Tasman Forestry Ltd, RE Parrott, GM Tasman Timber Ltd and G Ogilvie, GM Fletcher Wood Panels Ltd. The head office of Tasman Forest Industries was located in Auckland. BR Fuller became Financial Controller.[4]

VG MacLennan was appointed Secretary of Fletcher Challenge Ltd in 1982, replacing DG Sadler, who remained executive director responsible for finance and administration.[11]

A joint company, named ATM Anytime Ltd, was formed by Challenge Computers Ltd and Armourguard to provide automatic transaction services for Broadlands, the Post Office Savings Bank and others.[12]

In February 1983 there was a restructuring of the Group. LC Ryan relinquished his responsibilities as Chief Executive of the Forest Industries Sector and became Group Deputy Managing Director. RR Trotter, HA Fletcher and LC Ryan formed the Chief Executives Office and took joint responsibility for overall group direction and performance.

The Forest Industries Sector and the Manufacturing and Merchandising Sectors were also restructured as follows:

1. Forestry and Wood Products Sector, comprising Tasman Forestry (inc Kaingaroa Logging Company), Tasman Timber and Fletcher Wood Panels. AB Downey was appointed Chief Executive, Forestry and Wood Products Sector.

2. The Pulp and Paper Sector comprising Tasman Pulp and Paper, with GD Mace appointed Chief Executive.

3. The Steel Sector, comprising New Zealand Wire, Fletcher Steel, Fletcher Brownbuilt, CSP, the associate companies Pacific Steel, Steel and Tube and CMI and the investment in New Zealand Steel. DG Delay was appointed Chief Executive Steel Sector and, in addition took responsibility for corporate trading (primarily Morrison Industries and Great Outdoors).

4. The Building Materials Sector, comprising Fletcher Merchants, Fletcher Residential, Fletcher Concrete and Fletcher Duroid. MJ Andrews was appointed Chief Executive.

5. Canada - Crown Zellerbach Canada was to operate as a separately reporting entity with TG Rust continuing as Chief Executive.

This created eight operating sectors in the group reporting to the Chief Executives Office. Also as a consequence of these changes, the following appointments were confirmed:

GM Revill, Steel Sector Executive and Manager Corporate Trading JA Hood, Asst to Sector Chief Executive Construction and Property Sector WM Bryant, Special Projects Executive Building Materials Sector

A member of the Chief Executives Office was nominated as primary interface with each reporting executive, as follows:RR Trotter - Rural & Trading, Financial Services, Corporate Relations HA Fletcher - Steel, Construction & Property, Building Materials, Finance & Administration, Planning LC Ryan - Forestry & Wood Products, Pulp & Paper, Crown Zellerbach Canada

An Executive Committee was established in place of the Executive Board, to consider matters with group-wide implications. This committee comprised RR Trotter (Chairman & Chief Executive), HA Fletcher (Group Managing Director), LC Ryan (Group Deputy Managing Director), MJ Andrews (CE Building Materials), DG Delay (CE Steel), I Donald (CE Rural & Trading), AB Downey (CE Forestry & Wood Products), GD Mace (CE Pulp & Paper), DG Sadler (Director Finance & Administration), IR Small (CE Financial Services), JG Smith (CE Construction & Property), EL Stoddart (Corporate Relations Director and Co-ordinator of Chief Executives office).[13]

On March 30, 1983 Fletcher Challenge Ltd acquired 84% of the shares in Crown Zellerbach Canada Ltd, the remaining 16% to be offered to the public. The company was renamed Crown Forest Industries Ltd from October 1, 1983 and operated as a separate sectore of Fletcher Challenge Ltd with its own board of directors.[9]

At the end of August 1983, GA Whitcher was appointed Corporate Affairs Manager. [14]

In September, Fletcher Challenge Ltd increased its shareholding in Southland Frozen Meat Co Ltd to 52.7% (it purchased 20% of the shares in 1981).[15]

Also in 1983, a new company, Kupe Petroleum, was formed by Fletcher Challenge Ltd Ltd , Orion Services Ltd and public subscription to undertake exploration for oil and gas in Taranaki and Karamea basins.[16]

Fletcher Challenge Ltd sold its Wellington-based lithography firm, Moore Warburton Ltd to a group of that company's employees.[16]

The London office of Fletcher Challenge Ltd was closed on December 22, 1983.[17]

Acquisitions made in 1983 included Rangiora Precast Concrete Ltd, Dempsey Morton (which became fully owned), Fletcher Mainline (which became fully-owned on purchase of the 50% from Mainzeal and Jaybel Nichimo Trading Ltd.[18] It also acquired Tasman Rental Cars Ltd, the Hertz franchise holder in New Zealand (1983 or 1984?) and sold The Great Outdoors Company Ltd.[19]

In 1984 another restructuring of the Group took place with an increase in the number of sectors from 8 to 12. HA Fletcher was appointed Chief Operating Officer for all NZ based activities of the Group and AB Downey was appointed Assistant Managing Director to assist HA Fletcher, while continuing to act as Managing Director of Tasman Timber Ltd. The Chief Executive's Office was disbanded and the New Zealand Chief Executives now reported to HA Fletcher. The Group Deputy Managing Director, LC Ryan transferred to Canada as the new President and CEO of Crown Forest Industries Ltd. LC Ryan, DG Sadler, VG MacLennan and HA Fletcher, along with the corporate functions of planning (MS Hood), new business (GSA Hamilton), corporate affairs (GA Whitcher) and employee relations (JB Hart), reported directly to RR Trotter.

The four new sectors established were:Forestry, with EL Stoddart as Chief Executive, Motors and Gas, with Fraser Boddy as Chief Executive, Property with J Hodgetts as Chief Executive and Wood Panels with NB Darrow as Chief Executive.

The Forestry Sector comprised Tasman Forestry, Kaingaroa Logging Co and Hikurangi Forest Farms (formerly part of Forestry and Wood Products Sector).

The Motors and Gas Sector comprised Wrightcars, Toyota NZ, Rockgas, Liquigas and Hertz (formerly part of the Rural and Trading Sector).

The Property Sector comprised property management, shopping centres and property development (formerly part of the Construction and Property Sector).

The Wood Panels Sector comprised Fletcher Wood Panels' Taupo plant, surface laminating plant at Hamilton and Auckland door factory (formerly part of the Forestry and Wood Products Sector).[20]

On January 1, 1984 MacEwans Machinery Ltd was sold to Steel & Tube Holdings Ltd.[20] Also in 1984, Fletcher Challenge Ltd sold its 10% interest in New Zealand Steel.[21]

On July 1, 1984 Wrightson Appliances Ltd became a separate operating company and part of the new Motors, Gas and Appliances sector, with Ken Clark as General Manager.[21]

Assistant Group managing directors, DG Sadler and IR Small were appointed to the Fletcher Challenge Ltd board of directors.[22]

John McDonald was appointed assistant managing director of the Motors, Gas and Appliances sector. The remainder of the old Rural and Trading sector joined Wrightson NMA Ltd.[23]

Morrison Industries Ltd was sold by Fletcher Challenge Ltd .[24] Zonepak and Airite were also sold in 1984, to Carrier Corporation of the USA.[25]

Bob Finney was appointed General Manager Commercial Development of the Building Materials Sector, to be based in Sydney for 2 years to help sector companies develop closer links with Australia.[26]

A new company was formed, called Marac Challenge Futures Ltd, a 50/50 joint venture between Marac Banking Group and Challenge Corporate Services Ltd to market futures trading. The new company was a full member of the NZ Futures Exchange, taking up the seat previously held by Challenge Corporate Services.[27]

Jan 1991 Synthetic Fuels Corporation Ltd 75% shareholding acquired; July 1991 purchase of 90% interest in Cape Horn Methanol plant in southern Chile; Fletcher Fishing sold. Fletcher Challenge Ltd Methanol formed, Brian Hannan Managing Director 1 February 1991. July 1991 90 percent interest in Cape Horn Methanol in Chile. October 1991 amonia/urea business in Taranki sold to BOP Fertiliser.

Acquisition in October 1991 of Jennings Construction Services by Fletcher Construction Group.

March 1992 Ian Donald appointed Chief Financial Officer.

September 1992 Two thirds of the wholly owned subsidiary Natural Gas Corporation (NGC) were sold.

November 1992 sold its 100 percent owned banking subsidiary The Rural Bank to the National Bank of New Zealand.

February 1993 FC Methanol and Canadian company Methanex Corporation merged to create Methanex and operated under Fletcher Challenge Ltd control.

November 1993 Wrightson group of companies float sold.

November 1993 Forest Share proposal approved by shareholders to create a separate class of shares. For each four existing ordinary shares held on the 10/12/1993 shareholders received four ordinary and one Forest share.

December 1993 sale of Methanex shareholding for NZ1 billion.

December 1993 St Lukes Group public ofering of shares in nine shopping centres (fully subscribed). St Lukes Group to manage the centres.

December 1993 listed on the New York stock exchange. July 1994 Fletcher Homes divests Challenge Realty.

October 1994 joint steel venture in China at Datong City in Shanxi province.

November 1994 delisting from London, Frankfurt, Toronto, Vancouver and Montreal stock exchange.

December 1994 acquires holding in Texas gas fields (Flour Bluff field)

October 1995 Sir Ron Trotter retires as Chairman of the board of Directors, Bill Wilson succeeds as chairman.

August 1995 arbitration decision guidelines agreement between FLETCHER CHALLENGE LTD & Forestry Corporation settled, an agreed pricing formula will apply from August 1995 to the future supply of all wood fibre to FLETCHER CHALLENGE LTD companies.

February 1996 re-organisation the capital structure of Fletcher Challenge Ltd Ordinary Division by creating three new targeted shares reflecting the performance of individual industry groupings. The three new shares Fletcher Challenge Ltd Paper, Fletcher Challenge Ltd Building and Fletcher Challenge Ltd Energy were listed for trading on the NZ, Australian and New York stock exchange. Fletcher Challenge Ltd Forests was not effected by the reorganisation.

The four share divisions Chief Executives are; MJ Andrews FC Energy and Forests, Terry McFadgen FC Building and JA Hood FC Paper

March 1996 Divestment of Affco Holdings Ltd. meat processing industry.

March 1996 Aluminum acquisition - of the joint venture of Comalco & Carter Holt Harvey & renamed Fletcher Aluminum. The main products are sold under the brand names of Fisher, Rylock,Vistalite & Nebulite.

July 1996 sells shares in Bay of Plenty Electricity (BOP)

September 1996 acquisition of Forestry Corporation of New Zealand Ltd (FCNZ) which included the Kaingaroa forest plantation and the Waipa lumber processing plant, both located in the Bay of Plenty.In Jan 1996 Humes Industries Ltd acquisition, concrete and pipe drainage product business. In March 1997 FC Energy increased its interest in the Kupe gasfield from 2.5 percent to 36.75 percent.

In May 1997 the Fletcher Challenge Ltd Employee Unit Trust was Re-organised. The Trust was established in 1985 for the benefit of all current and future FLETCHER CHALLENGE LTD employees. The re-organisation will reduce the Trusts holdings across the four Divisions of Fletcher Challenge Ltd from 11.7 to 2.7per cent, and repay all of the funding provided to the Trust Company. The Trust's shareholding was acquired at current market prices, the Trustees will use the income for education and training programmes.

On 17 July 1997 FC Steel Ltd acquired Carpenter Steel Company (Casco) of Walu Bay, Suva , Fiji. The business will be called Fletcher Challenge Ltd Steel (Fiji) Ltd. The company makes steel reinforcing bar products.

In June 1997 Fletcher Challenge Ltd Canada completed the sale of its 52 percent interest in TimberWest Forest Ltd to TAL Acquisitions Ltd. The Company's interest in TimberWest was its sole remaining involvement in the solid wood products business.

In June 1997 FC Paper Purchased the remaining 50 percent shareholding in Australian Newsprint Mills (ANM) held by News Ltd group.

In July 1997 FC Forests settled the sale of Nelson and South Auckland forest estates, settlement of East Coast forest estate will be on 31 July 1997. On 9 July 1997 Michael John Andrews was appointed as Chief Executive of Fletcher Challenge Ltd , to take-up his appointment on 14 December 1997 on the retirement of HA Fletcher. MJ Andrews is currently CEO of FC Energy and Forestry Divisions. On 1 August 1997 Paul Fowler is appointed Chief Executive of FC Forestry Division. In November 1997 Fletcher Challenge Ltd Energy Division announced their intention to enter the NZ wholesale and retail petrol distribution market. On December 1997, HA Fletcher retired as CEO of Fletcher Challenge Ltd, MJ Andrews new CEO. In December 1997 Fletcher Challenge Ltd Energy was granted rights of exploration in Argentina.

In January 1998 Fletcher Challenge Ltd Energy announced Challenge as the brand name of the retail petroleum sector. Also in January a new joint venture with Fletcher Challenge Ltd Energy and Spectrum Exploration Ltd, a New Plymouth based company, to focus on the off-shore Taranaki Basin oil exploration.

In February 1998 the CEO's of the Fletcher Challenge Ltd was announced as follows; MJ Andrews CEO of Fletcher Challenge Ltd, Fletcher Challenge Ltd Energy & Fletcher Challenge Ltd Paper, Terry McFadgen FLETCHER CHALLENGE LTD Building, Paul Fowler FLETCHER CHALLENGE LTD Forests, Poss Glucina PPSA, Mark Binns FLETCHER CHALLENGE LTD Construction, Ken Howard Concrete Industries, Merchants and Property, Mike Smith Steel Sector, Monty August UK Paper & Doug Whitehead FLETCHER CHALLENGE LTD Canada. Corporate Secretary Gary Key, John McDonald Group Treasurer, Mark Taylor Group Controller, Shane Warbrick Investment Director and Martin Farrell Taxation Manager. The Communications Directors are Ginny Radford FLETCHER CHALLENGE LTD Forests, Angus Fletcher Fletcher Challenge Ltd Energy & Warick Bryan Fletcher Challenge Ltd Paper. Nelson cull is the manager of Challenge retail In March 1998 FLETCHER CHALLENGE LTD Forests opens new treatment plant at Rainbow Mountain Sawmill, near Rotorua. In February 1998 Dr Kathryn Garden appointed Sustainable Development Co-ordinator for Fletcher Challenge Ltd. In March 1998 FLETCHER CHALLENGE LTD announce third public debt issues of US300 million dollars in the USA. On April 2 1998 the initial network of Challenge petrol stations opened for business, the locations are Albany, East Tamaki (Springs Road) & Papatoetoe in the Auckland region, Rotorua, Palmerston North, Lower Hutt, Hamilton and Porirua In July 1998 Challenge Properties Ltd had a change of name to Fletcher Property Ltd IN November 1998 UK Paper was divested by Fletcher Challenge Ltd Paper In July 1999 Fletcher Challenge Ltd announced a major restructuring of the Fletcher Paper Division through the merger of Fletcher paper and Fletcher Challenge Ltd Canada Ltd. The proposal is subject to shareholder approvals, which will be sought at special meetings to be convened in October 1999. The company also announced the intent to separate the Fletcher energy Division from the Fletcher Challenge Ltd Group within the next year. On 16 December 1999 the Board of Directors of Fletcher Challenge Ltd resolved to dismantle the Fletcher Challenge Ltd Group's targeted share structure and establish separate companies. The timeframe was set at the end of the year 2000. The four existing share divisions would continue operating as separate entities and the corporate structure dismantled On July 28 2000 the Paper Division was divested to Norske Skogindustrier ASA, a Norwegian paper company. October 10, 2000 the programme to complete the Fletcher Challenge Ltd Group restructuring and separation of the remaining three targeted share Divisions was announced by Dr Roderick Deane, Chairman of Fletcher Challenge Ltd Ltd . Recommendation to shareholders was: a) Building Division will be separated as a stand-alone publicly listed entity named Fletcher Building b) Forests Division: will be a stand-alone publicly listed entity named Fletcher Challenge Ltd Forests c) Energy Division will be sold to Shell and Apache Corporation for total transaction value of $4.6 billion (US$1.84 billion) d) And a new New Zealand-based company, Rubicon will be established to commercialise selected emerging technologies Will play a key role in facilitating the Group restructuring process.

The acquisition by Shell and Apache was subject to regulatory consents in New Zealand (including the Overseas Investment Commission and Commerce Commission), Australia, Canada, the United States, and Brunei.

The timetable for the completion of the separation was early February 2001. The CEO's of the restructured and established companies were announced as follows: Terry McFadgen CEO FC Forests (formally CEO FC Building CEO position), Luke Moriarty CEO of Rubicon and Alexander Todlte CEO FC Building (formerly CEO FC Paper)

On October 12 2000 the Commerce Commission announced its decision to decline Shell's application to acquire the New Zealand business of Fletcher Challenge Ltd Energy. The Shell Company has announced it will appeal the decision.

On October 20 2000 Fletcher Challenge Ltd sold its 14.3% interest in the NZ Refining Company for $34 million.

On November 2 2000 shareholders voted in favour of the proposed offering of Fletcher Challenge Ltd Forests Rights and Preference Shares at the Shareholders Meeting with 93% in favour.

On November 17 2000 the Commerce Commission announce the approval of the application by Shell and Apache Corporation to acquire the assets of Fletcher Challenge Ltd Energy.

Ginny Radford was appointed full time in the role of Transition Communications Manager reporting to MJ Andrews.

On January 24 2001 Alexander Toldte, the CEO designate of the proposed new company of Fletcher Building, announced he had decided against taking up the role following the separation of the Building Division as a stand a lone company.

On January 31 2001 Fletcher Challenge Ltd announced the directors for the three companies, Fletcher Building, Fletcher Challenge Forests, and Rubicon, that will become separate entities when the separation process is completed in late March 2001. Fletcher Challenge Forests; Chairman Sir Dryden Spring and board members Rodger Fisher, Stephen Hurley, Warren Larsen, Michael Andrews, Michael Walls, Terry McFadgen (CEO) Fletcher Building; Chairman Roderick Deane, Hugh Fletcher, Kerrin Vautier, Sir Dryden Spring, Paul Baines, Michael Andrews (interim director) RUBICON; Chairman Michael Andrews, Dr Jilly Evans, Hugh Fletcher, Bill Hasler, Dr John Villiger, Luke Moriarty (CEO)

On February 15 2001 a new venture was announced between Rubicon and HortResearch, a Crown research institute, to commercialise its intellectual capital. The venture will initially target innovative products that improve fruit quality and consumer appeal.

On February 27 2001 Fletcher Challenge Ltd received a proposal from Greymouth Petroleum to acquire Fletcher Challenge Energy. Greymouth Petroleum's proposal was an increased cash component and a a similar structure to the Shell and Apache offer. The proposal was subject to conditions including finance and due diligence on the assets and liabilities. The proposal sought an adjournment of the March 6 Shareholders Meeting to March 23. On February 28 the Board of Fletcher Challenge Ltd announced it would proceed with the March 23 Shareholders Meeting.

On March 1 the Board of Fletcher Challenge Ltd received an increased offer from Shell and Apache for the assets of Fletcher Challenge Energy. The new offer was US$3.55 per share (an increase of US$0.21 per share) and is accompanied by the same components as the previous offer.

On March 2 2001 it was confirmed by Fletcher Challenge Ltd that the Shareholders Meeting will be on March 23 following the High Court ruling

On March 6 2001 Fletcher Challenge Ltd shareholders voted in favour of the restructuring proposals recommended by the Board in October 2000. Voting on four separate resolutions the shareholders voted in favour of a sale of the Energy Division to Shell and Apache. The shareholder' also voted in favour of the separation of the Building Division as a stand a lone company, Fletcher Building.

The effect of the shareholders vote also meant the establishment of the new company, Rubicon and that Fletcher Challenge Forests will be stand a lone company, and remain listed on the NZSE, ASX and NYSE. The final voting numbers indicated 99 percent of the shareholders voted in favour of the separation process.

On March 16 2001 the High Court issued Final Orders in relation to the Fletcher Challenge Ltd separation. The effective date for separation is March 23 2001.

On March 23 2001 Fletcher Challenge Ltd completed the transactions approved by the shareholders on March 6 2001 and the Fletcher Challenge Group ceased to exist.

RELI: other useful sources: "Introduction to the Stock Exchange", REFE: [1] Merger News, 1980-1981 [2] FC News December 1981 [3] FC News March 1982 [4] FC News May 1982, also undated, unsigned internal memo [5] FC News June 1981 [6] FC News November 1981 [7] Fletcher Challenge Ltd annual report 1981 [8] FC News June 1981 [9] FC News March 1983 [10] Memo from JG Smith to division heads 24.2.81 [11] FC News November 1982 [12] FC News February 1983 [13] Circular to Staff from RR Trotter, 18.2.83 [14] FC News July 1983 [15] FC News September 1983 [16] FC News November 1983 [17] FC News March 1984 [18] Fletcher Challenge Ltd annual report 1983 [19] FC News January 1984 [20] FC News March 1984 [21] FC News April 1984 [22] FC News May 1984 [23] FC News June 1984 [24] FC News July 1984 [25] FC News December 1984 [26] FC News February 1985 [27] FC News March 1985, Fletcher Challenge Ltd News Releases 1991 to 1999 PREP: J Newman/DJ Neilson