Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006

  • revoked
  • Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006: revoked, on 6 November 2008, by clause 3 of the Regulations Revocation Order 2008 (SR 2008/367).

Reprint
as at 6 November 2008

Crest

Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006

(SR 2006/193)

  • Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006: revoked, on 6 November 2008, by clause 3 of the Regulations Revocation Order 2008 (SR 2008/367).


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

The Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006 is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

Notice

1 Title
  • This notice is the Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006.

2 Application
  • This notice applies to acts or omissions occurring on or after 1 December 2005.

3 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    AFFCO means Affco Holdings Limited

    Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210)

    Talleys means Talleys Fisheries Limited

    trustees of the Ancich Trust means Andrew Ivan Talley, Peter Ivan Talley, and John Malcolm Fitchett

    trustees of the Milan Trust means Milan Daniel Talley, Michael Anthony Talley, James Rory Ryder, and Graeme Peter Malone.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming, or being deemed to become, the holder or controller of an increased percentage of the voting rights in AFFCO.

    (3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or Code.

4 Exemption from rule 6(1) of Code
  • (1) The trustees of the Ancich Trust and the trustees of the Milan Trust are exempted from rule 6(1) of the Code in respect of any increase in voting control as a result of the transfers specified in subclause (2).

    (2) The transfers are the following transfers of shares in Talleys effected on 1 December 2005:

    • (a) the transfer of 300 000 class A shares from Peter Ivan Talley to the trustees of the Ancich Trust; and

    • (b) the transfer of 300 000 class C shares from Michael Anthony Talley to the trustees of the Milan Trust.

Dated at Auckland this 20th day of July 2006.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

J C King,
Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on or after 1 December 2005.

The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to the trustees of the Ancich Trust and the trustees of the Milan Trust in respect of any increase, or deemed increase, in the percentage of voting rights in AFFCO Holdings Limited (AFFCO) held or controlled by them as a result of the following transfers of shares in Talleys Fisheries Limited (the specified transfers) effected on 1 December 2005:

  • (a) the transfer of 300 000 class A shares from Peter Ivan Talley to Andrew Ivan Talley, Peter Ivan Talley, and John Malcolm Fitchett as trustees of the Ancich Trust (the trustees of the Ancich Trust); and

  • (b) the transfer of 300 000 class C shares from Michael Anthony Talley to Milan Daniel Talley, Michael Anthony Talley, James Rory Ryder, and Graeme Peter Malone as trustees of the Milan Trust (the trustees of the Milan Trust).

The trustees of the Ancich Trust and the trustees of the Milan Trust are considered to be associates of Peter Ivan Talley and Michael Anthony Talley for the purposes of the Code. The specified transfers resulted in the trustees of the Ancich Trust, the trustees of the Milan Trust, and the associates of those trusts, together holding or controlling more than 20% of the voting rights in AFFCO.

In the case of each transfer, compliance with the Code was overlooked.

The Panel considers that it is appropriate to grant the exemption because—

  • although the specified transfers resulted in an indirect change in the form of control of AFFCO, there was no change in the effective control of voting rights in AFFCO; and

  • shareholders in AFFCO were not disadvantaged by not having the opportunity to vote on the specified transfers at a meeting of shareholders, as the transactions had no real effect on those shareholders.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 27 July 2006.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Takeovers Code (AFFCO Holdings Limited) Exemption Notice (No 2) 2006. The reprint incorporates all the amendments to the notice as at 6 November 2008, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/legislation/reprints.shtml or Part 8 of the Tables of Acts and Ordinances and Statutory Regulations, and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Regulations Revocation Order 2008 (SR 2008/367): clause 3