Dated at Wellington this 13th day of April 2006.
The Common Seal of the Takeovers Panel was affixed in the presence of:
D J Quigg,
Statement of reasons
This notice applies to acts or omissions occurring on or after 7 April 2006.
The Takeovers Panel has granted an exemption to AFFCO Holdings Limited (AFFCO), subject to conditions, from clause 9(1)(b) of Schedule 2 of the Takeovers Code (the Code). The exemption applies insofar as that clause requires AFFCO's target company statement in response to the partial takeover offer from Talleys Fisheries Limited (Talleys) dated 29 March 2006 to contain, or be accompanied by, a statement of the consideration for certain specified transactions of the kind referred to in clause 9(1)(a) of Schedule 2 of the Code.
Clause 9(1)(b) requires the disclosure in the target company statement of the consideration for, and the date of, every transaction involving the acquisition or disposition of any equity securities of the offeror (in this case, Talleys) by the target company (in this case, AFFCO) and each director and senior officer of the target company and their associates, during the 6-month period before the latest practicable date before the date of the target company statement.
Talleys is a substantial shareholder in AFFCO. Messrs Andrew and Michael Talley are directors, and Mr Peter Talley is alternate director, of AFFCO.
In December 2005 Messrs Michael and Peter Talley, and, as the trustees of the Majac Trust, Michael Talley, James Rory Ryder, Guy Alexander Mannering, and Graeme Peter Malone, transferred equity securities of Talleys to trustees of family trusts who are associates of Messrs Andrew, Michael, or Peter Talley. In the absence of an exemption, clause 9(1)(b) of Schedule 2 of the Code would have required AFFCO's target company statement to disclose the consideration for each of those transactions.
The Takeovers Panel considers that the exemption is appropriate and consistent with the objectives of the Code because—
compliance with clause 9(1)(b) of Schedule 2 of the Code would require AFFCO to disclose information in the target company statement relating to transactions involving a restructuring of shareholdings within the Talley family, which is not otherwise public information; and
AFFCO shareholders will not be disadvantaged as a result of the non-disclosure of the consideration for every transaction of the kind referred to in clause 9(1)(a) of Schedule 2 of the Code, as this information does not affect the ability of AFFCO shareholders to assess the merits of the offer.