FBG Fibregen

RNS Number:7476B
Foster's Brewing Group Ld
6 April 2001


PART 1

Letter to Australian Stock Exchange Office - Dated 5 April 2001

FOSTER'S BREWING GROUP LTD: CELLARMASTER WINES PTY LTD
TAKEOVER OFFER FOR WINE PLANET HOLDINGS LIMITED

Cellarmaster Wines Pty Ltd ACN 076 727 949 ("Cellarmaster"), a wholly owned
subsidiary of Foster's Brewing Group Limited ACN 007 620 886, announced a
takeover bid for the ordinary shares of Wine Planet Holdings Limited ACN 008 728
505 ("Wine Planet") on 27 March 2001.

In accordance with item 5 section 633(1) of the Corporations Law, we enclose a
copy of Cellarmaster's Bidder Statement, which includes a proposed offer for the
ordinary shares in Wine Planet.  Wine Planet's Target's statement is
incorporated in the same document.

Cellarmaster has received a modification from the Australian Securities and
Investments Commission allowing Cellarmaster to insert the date of the offer
prior to dispatching the Bidder's Statement to shareholders.  It is anticipated
that the offer will be dated once printing has been finalised.

Letter from Foster's Brewing Group Limited

                   BIDDERS STATEMENT AND TARGET'S STATEMENT
                             35 CENTS CASH OFFER 
                                     By 
                          Cellarmaster Wines Pty Limited 
                                (ABN 95 076 727 949)
                           a wholly owned subsidiary of 

                          Foster's Brewing Group Limited 
                                (ABN 49 007 620 886)
                      to acquire all of your ordinary shares in 
                           Wine Planet Holdings Limited
                                 (ABN 40 008 728 505).

                         Wine Planet's Independent Directors 
                         unanimously recommend that you accept 
                      the offer in the absence of a higher offer.

IMPORTANT DATES

Announcement Date                                        27 March 2001

Bidder's Statement Lodged                                 4 April 2001

Date of Offer                                          (  ) April 2001

Close of Offer - 7 pm Melbourne time unless extended*  (  )   May 2001

* The offer may be extended to the extent permissible under the Corporations    
  Law.

INVESTMENT DECISIONS

This Bidder's Statement does not take into account the individual investment
objectives, financial situation or particular needs of each Wine Planet
Shareholder.  You may wish to seek independent financial and taxation advice
before making a decision as to whether or not to accept the Offer.

HOW TO ACCEPT

Acceptances must be received by the end of the Offer Period.  The manner by
which you accept this offer will depend on the nature and type of your holding. 
Full details of how to accept the Offer are set out in Section 2.6. In summary:

- for Issuer Sponsored Holdings of Wine Planet Shares, you must complete and
sign the accompanying Acceptance Form in accordance with the instructions on it,
and return it to:

ASX Perpetual Registrars Limited    OR       ASX Perpetual Registrars Limited
Wine Planet Takeover Offer                   Wine Planet Takeover Offer
GPO Box 1736P                                Level 4, 333 Collins Street
Melbourne VIC 3001                           Melbourne VIC 3000

- for CHESS Holdings of Wine Planet Shares, instruct your Broker or Controlling
Participant to initiate acceptance of the Offer on your behalf.

If you hold Restricted Shares, please refer to Section 6.13
 
QUERIES

If you have any queries about the Offer or how to accept, please contact the
offer enquiry line on 1800 65 65 06.

                               CONTENTS

                                                              Page No.

1. FOSTER'S CHAIRMAN'S LETTER                                    2

2. WINE PLANET CHAIRMAN'S LETTER                                 3

3. WHY YOU SHOULD ACCEPT THE OFFER                               4

4. BIDDER'S STATEMENT                                            6

5. TARGET'S STATEMENT                                           39 


                                   2 


Letter to Wine Planet Shareholder - Dated 4 April 2001

We are pleased to enclose an offer by Cellarmaster Wines Pty Limited
("Cellarmaster"), a wholly owned subsidiary of Foster's Brewing Group Limited,
to acquire all of your fully paid ordinary shares in Wine Planet Holdings
Limited ("Wine  Planet").  Also  enclosed is the Target's  Statement,  prepared 
by  the directors of Wine Planet. Cellarmaster's offer is 35c cash for each Wine
Planet share and values your company at approximately $56 million.

The  offer has been recommended by the Independent Directors of Wine Planet,  in
the  absence of a higher offer, and the directors and certain other
shareholders, who  collectively hold approximately 43% of the issued shares  of 
Wine  Planet, have stated that they intend to accept the offer in respect of
their own shares. Cellarmaster  already  owns approximately 25% of  the  issued 
shares  of  Wine Planet.

This  is a highly attractive offer which we believe provides you with cash at  a
premium to what you would be able to realise in the absence of a takeover offer.
It represents a premium of:

*   59% to Wine Planet's closing share price of 22 cents on Friday, 23  March
    2001, the last full trading day on which Wine Planet shares  were  traded
    prior to the announcement of our offer;

*   49% to the volume weighted average price of Wine Planet's shares over  the
    3 months prior to the close of trade on 23 March 2001; and

*   70%  above  the weighted average price of Wine Planet Shares during  the  1
    month prior to the close of trade on 23 March 2001.

The  offer  is  subject to a number of conditions which are set out  in  Section
2.10(a) of the enclosed Bidder's Statement and it is scheduled to close at 7 pm
(Melbourne time) on ( ) May 2001. Please refer to Section 2.6 of this  Bidder's
Statement for details as to how to accept this Offer.

If  you  have any questions about this offer, please don't hesitate to call  the
offer enquiry line on 1800 65 65 06 or contact your broker or financial adviser.

Letter from:
Frank Swan
Chairman
Foster's Brewing Group Limited


                                   3

Letter to Wine Planet Shareholder - Dated 5 April 2001

         YOUR INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMENDED THAT YOU
           ACCEPT THE FOSTER'S OFFER IN THE ABSENCE OF A HIGHER OFFER

This booklet contains:

1. a Bidder's Statement from Cellarmaster Wines Pty Limited, a wholly owned
subsidiary of Foster's Brewing Group Limited ("Foster's"), which details its
Offer to acquire your Wine Planet Shares; and

2.  a Target's Statement from Wine Planet.

Foster's offer is A$0.35 cash for each Wine Planet share held by you. The Offer
represents a premium of 59% to the closing share price on Friday 23 March 2001,
the last trading day before the Offer was announced, of A$0.22 and a premium of
49%  to  the volume weighted average share price over the three month period  to
that  date  of  A$0.23. The offer represents a valuation of Wine Planet  at $56
million,  compared with a market capitalisation of approximately $35 million at
close of trade on 23 March 2001.

Foster's  Offer is conditional on it acquiring at least 80% of all  Wine  Planet
Shares, and if you accept the Offer you will receive your cash no later than  21
days  after  the end of the Offer period, assuming the conditions  (see  section
2.10(a) of the Bidder's Statement) have been satisfied or waived.

The  Independent Directors of Wine Planet unanimously recommend that you  accept
the Offer from Foster's, in the absence of a higher offer. Consistent with this
recommendation, the Independent Directors advise that they intend to accept  the
Offer  in respect of all of their own shares, in the absence of a higher  offer.
Certain other shareholders have also indicated that they intend to accept in the
absence  of a higher offer. Together with the Independent Directors,  they  hold
approximately 43% of Wine Planet Shares.

To  accept  the  Foster's Offer you should follow the instructions  detailed  in
section 2.6 of the Bidder's Statement from Foster's.

The Foster's Offer is scheduled to close at 7.00 pm (Melbourne time) on the date
set  out in the Bidder's Statement. If you wish to accept you must do so  before
that date.

If  you  have  any questions in relation to the Foster's Offer please  call  the
offer enquiry line on 1800 65 65 06 or contact your broker or financial adviser.

Letter from:
Richard Turner
Chairman
Wine Planet Holdings Limited

                                       4

                         Why you should accept the Offer


IT'S A CASH OFFER

- The Offer is a straight cash offer of 35c per share that applies to all of    
  Your Wine Planet Shares.

IT'S A SIGNIFICANT PREMIUM

- 59% above the closing price of Wine Planet Shares on 23 March 2001, the last
  full trading day before the Offer was announced.

- 49% above the weighted average price of Wine Planet Shares during the 3 months
  prior to the close of trade on 23 March 2001.

- 70% above the weighted average price of Wine Planet Shares during the 1 month
  prior to the close of trade on 23 March 2001.


YOUR INDEPENDENT DIRECTORS RECOMMEND THE OFFER

- Your independent directors recommend that Wine Planet Shareholders accept this
  Offer, in the absence of a higher offer.

43% OF SHAREHOLDERS ALREADY INT

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