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: the transfer of 300 000 class A shares from Peter Ivan Talley to the trustees of the Ancich Trust; and the transfer of 300 000 class C shares from Michael Anthony Talley to the trustees of the Milan Trust.

Dated at Auckland this 20 day of July 2006.

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

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:

1. the transfer of 300 000 class A shares from Peter Ivan Talley to Andrew Ivan Taley, Peter Ivan Talley, and John Malcolm Fitchett as trustees of the Ancich Trust (the trustees of the Ancich Trust); and
2. 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:
This notice is administered by the Takeovers Panel.