BRL Blackthorn

RNS No 1936v
BRIERLEY INVESTMENTS LIMITED
9 September 1999


                          Capital Notes Programme

Brierley Investments Limited (BIL) today announced it would buy back (Share Buy
Back "Mark Two") up to 300 million (10%) of its ordinary shares.

The buy back offer will only be made to shareholders with New Zealand recorded
addresses.  The Disclosure Document, required under the Companies Act 1993, will
be sent to all shareholders on 20 September 1999.  An Investment Statement
detailing the offer is expected to be despatched to eligible shareholders with
the Annual Report on 4 October 1999.

For every ordinary share, the Company will offer a capital note, to be issued by
subsidiary BIL Finance Limited, with a principal amount of no more than 65
cents and no less than 55 cents as consideration for the buyback.  The
principal amount of capital notes will be at a premium of at least 7 cents above
the weighted average market price of BIL's shares over the offer period
(provided the weighted average market price remains below 59 cents over the
offer period). The capital notes wil pay a fixed return equivalent to 4.5 cents
for every ordinary share acquired.  The obligations of BIL Finance in respect of
the notes will be guaranteed by BIL on the same basis as for the existing
capital notes on issue.

Based on a share price of 48 cents the capital notes would have a principal
amount of 55 cents, a coupon of 8.18% and provide an annulised yield of 12.7%.

The capital notes will have an initial election date of 15 October 2003 and the
election terms will be the same as for the existig capital notes on issue.

BIL Chairman, Sir Selwyn Cushing said, "The Board does not believe that the
current share price accurately reflects the Comapny underlying value.

"Because of this factor, and the recongnition by the board that many of our
shareholders acquired their shares for the dividend yield that was historically
avaiable , we are offering shareholders the opportunity to exchange their
shares for capital notes on attractive terms".

END

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