Statement of reasons

This notice applies to acts or omissions occurring on or after 12 July 2007 and expires on 31 August 2007.

This notice exempts any person from rule 6(1) of the Takeovers Code (the Code) in respect of that person becoming the holder or controller of an increased percentage of voting rights in The Todd Corporation Limited (The Todd Corporation) as a result of that person being appointed as a trustee of 1 or more of the Todd family trusts and the transfer of shares in The Todd Corporation to that person pursuant to clause 14.1 of the constitution of The Todd Corporation as a result of that appointment. Following the death of a trustee, it is necessary to appoint new replacement trustees to the relevant Todd family trusts. This will necessitate a transfer of shares in The Todd Corporation to the trustee appointees pursuant to clause 14.1 of the constitution of The Todd Corporation.

The appointment of replacement trustees, although involving a change in legal ownership of the shares, will not involve any change in the beneficial ownership of the shares in The Todd Corporation.

The Takeovers Panel considers that it is appropriate to grant the exemption from clause 6(1) of the Code because—

• •all the recipients of transfers of shares in The Todd Corporation under the exemption are members of a single extended family and therefore probably associates for the purposes of the Code. As such, the mechanisms provided in the Code for approval of increased shareholdings through transfers of shares are unworkable; and

• •there is no effective change in the control of voting rights of The Todd Corporation, which remain in the same beneficial ownership.

The Takeovers Panel considers that the exemption is consistent with the objectives of the Code because—

• •the exemption is granted solely to permit a change of trustees in a number of Todd family trusts; and

• •the change of trustees does not disadvantage The Todd Corporation shareholders.