10 October 2007

ALAN DOUGAL THOMPSON and HELEN T THOMPSON
Kapiro Road
R.D. 1
KERIKERI

HAROLD THOMPSON and HELEN W THOMPSON
Skudders Beach Road
R.D.1
KERIKERI

PHILIP HAMISH MCHARDY and AUDREY MCHARDY
2 Hikanui Drive
HAVELOCK NORTH

GRAHAM COWLEY
3/65 Sansfield Street
Herne Bay
AUCKLAND

EMMA JANE EASTWOOD
56 Alexandra Road
Hataitai
WELLINGTON

KERIFRESH LIMITED ("Kerifresh")
Waipapa Road
RD 2
KERIKERI

SUNDRY INVESTMENTS LIMITED
C/- Brown Webb Richardson Limited
111 Avenue Road
EAST HASTINGS

IRON HILLS VINEYARDS LIMITED (formerly GMS FULFILMENT NZ LIMITED)
15 Sturdee Street
CBD
AUCKLAND

ANBRAN TRUSTEE COMPANY LIMITED
56 Alexandra Road
Hataitai
WELLINGTON

NOTICE IS HEREBY GIVEN:

That on 10 October 2007 the Takeovers Panel met to consider a complaint received on 1 October 2007 from Turners and Growers Limited concerning the actions of a number of shareholders of Kerifresh Limited since 1 July 2001 involving the acquisition of shares by various parties including by Kerifresh itself.

On 1 October 2007 Turners and Growers Limited gave notice of its intention to make a full takeover offer for Kerifresh.

Kerifresh is an unlisted company with more than 50 shareholders. At the relevant times when the transactions occurred it had more than $20 million of assets. It produces lemons and other mixed citrus fruit at orchards in and around Waipapa, Northland. Kerifresh is a "code company" for the purposes of the Takeovers Code because of its number of shareholders and size of assets.

The Panel has decided to convene a meeting pursuant to section 32(1) of the Takeovers Act 1993. The Panel considers that:

Alan Dougal Thompson and Helen Thompson in their own right and as trustees of the Thompson Family Trust
Harold Burcham Thompson and Helen W Thompson
Philip Hamish McHardy and Audrey McHardy
Sundry Investments Limited
Graham Cowley
Iron Hills Vineyards Limited (formerly GMS Fulfilment NZ Limited)
Emma Jane Eastwood
Anbran Trustee Company Limited

may not have acted or may not be acting or may intend not to act in compliance with the Takeovers Code namely by acquiring voting rights in Kerifresh in a manner which may not have complied with the fundamental rule of the Code.

The resolution of the Panel made on 10 October 2007 is as follows:

Alan Dougal Thompson and Helen Thompson held some 1,313,016 shares in Kerifresh, representing some 18.49% of the company's issued capital, at the time the Code came into force on 1 July 2001. Harold Burcham Thompson and Helen Vera Thompson held some 346,050 shares in Kerifresh, representing some 4.87% of the company's issued capital, at that time.

On or about 29 May 2002 Philip Hamish McHardy ("Hamish McHardy") and Audrey McHardy acquired 669,200 shares in Kerifresh. On the same day the trustee of the Murrayfield Trust, Jonathan Forbes McHardy (son of Hamish and Audrey) acquired 597,316 shares in Kerifresh. On 23 September 2002 Sundry Investments Limited, of which the shareholders and directors are Hamish and Audrey McHardy, acquired the 669,200 Kerifresh shares from Hamish McHardy. The combined holdings of the McHardys represented some 17.79% of the company's exerciseable voting rights at that date.

Between August 2003 and December 2005 Sundry Investments Limited acquired a further five parcels of Kerifresh shares being some 143,000 shares or 2.0% of total exerciseable voting rights.

The Panel considers that Hamish McHardy and Sundry Investments Limited may have been associates of Alan Thompson at the time of the acquisition of these shares in 2002 through to 2005. This associate relationship may have been formalised by an agreement in or about May 2002 involving the lending and borrowing of money and the intended acquisition and holding of Kerifresh shares.

The acquisitions of shares by Sundry Investments Limited and Hamish McHardy may not have been made in compliance with the fundamental rule of the Code because firstly Hamish McHardy's, then Sundry Investments Limited's, level of shareholding in Kerifresh, when taken together with Alan Thompson's existing level of shareholding at the time, may result in the acquirers holding or controlling, together with their associates, more than 20% of the voting rights in Kerifresh.

Between 28 July 2004 and 30 June 2005 GMS Fulfilment Limited, a company owned and controlled by Graham Cowley, acquired approximately 245,000 shares in Kerifresh in 30 separate parcels, representing approximately 3.45% of total exerciseble voting rights. It appears that these share purchases may have been funded by Hamish McHardy and may have been acquired for or at the request of Alan Thompson pursuant to an oral agreement reached between Graham Cowley, Hamish McHardy and Alan Thompson in or about 2004.

On the basis that Graham Cowley, Alan Thompson and Hamish McHardy were associates then these acquisitions by GMS Fulfilment Limited may not have been made in compliance with the Code because of the existing level of shareholdings in Kerifresh held or controlled by Alan Thompson and Hamish McHardy and their associates. Alan Thompson and Hamish McHardy may also have obtained control of voting rights in Kerifresh other than in compliance with the Code or may have, in some way, directly or indirectly, been knowingly concerned in, or party to, what may have been a contravention by Graham Cowley and GMS Fulfilment Limited of the fundamental rule of the Code.

On 31 October 2005, GMS Fulfilment Limited's 245,000 shares in Kerifresh were transferred to Anbran Trustee Company Limited ("Anbran"), whose sole shareholder and director is Emma Jane Eastwood. Subsequently, on or about 31 December 2005, Anbran acquired a further 116,000 Kerifresh shares in 11 separate parcels, giving total acquisitions of 361,000 shares in Kerifresh (5.3% of currently exerciseable voting rights at that time).

It has been alleged by the complainant that Anbran is holding shares on behalf of Alan Thompson. If the shares acquired by Anbran are controlled by Alan Thompson, and/or Anbran is an associate of Alan Thompson for Code purposes, then the acquisition of shares by Anbran in January 2006 may have been made otherwise than in compliance with the Code. Alan Thompson may have, directly or indirectly, been knowingly concerned in, or a party to, what may have been an acquisition of shares in Kerifresh made otherwise than in compliance with the Code.

In August 2005 and October 2005 Kerifresh repurchased a total of 283,000 shares in 15 separate parcels. In March 2006 a further 42,500 shares in two parcels were repurchased. In May 2006 Kerifresh allotted 474,000 new shares to Kwan Holdings Limited.

The effect of the 2005 repurchases was that any shareholder in Kerifresh who, together with associates, held more than 20% of the voting rights in Kerifresh at the time of the repurchase (and did not sell into the repurchase) may have had their voting control of Kerifresh increased otherwise than in compliance with the Code. Clause 5 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 provides an exemption for shareholders in this position provided they reduce (by sell-down or dilution) their voting control within six months of the repurchase of shares to the level of voting control existing before the repurchase was undertaken.

On the basis that Alan Thompson and his father Harold Thompson may be associates as defined in rule 4 of the Code and that their aggregate holdings at the time of the repurchases were in excess of 20% of the voting rights of Kerifresh, and that the increased voting control was not reduced before 28 February 2006 in accordance with the clause 5 class exemption, Mr and Mrs Thompson senior and Mr and Mrs Thompson Junior may not have complied with the Code when their voting control increased. However it is noted that the allotment of shares by Kerifresh in May 2006 would have diluted their respective control positions to below the position prior to the repurchases.

The Panel made interim restraining orders under section 32(2) of the Takeovers Act 1993 restraining various shareholders from:

1. exercising the voting rights attached to any of the shares they hold or control in Kerifresh; and
2. acquiring or disposing of any voting securities in Kerifresh.

The Panel also made interim restraining orders under section 32(2) of the Takeovers Act 1993 restraining Kerifresh from registering any transfers of shares in Kerifresh to or from various parties.

These restraining orders are due to expire at the close of 18 October 2007.The full details of the Panel's restraining orders are published on the Panel's website.

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993. The meeting will be held at 9.00 a.m. on Tuesday 16 October 2007 at the Langham Hotel, Symonds Street, Auckland. The meeting will be a private meeting.

Attention is drawn to section 31V of the Takeovers Act 1993.