Dated at Auckland this 20th day of July 2006.
The Common Seal of the Takeovers Panel was affixed in the presence of:
J C King,
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.