Takeovers Panel to Hold Second Kerifresh Meeting


1 November 2007

The Takeovers Panel will hold a meeting under section 32 of the Takeovers Act 1993 (the Act) to investigate an offer currently being made by Lawrence Bruce Fletcher, of the United Kingdom, to purchase up to 335,000 shares in Kerifresh Limited at $2 per share.

Kerifresh is an unlisted company based in Northland and a code company because of its size and number of shareholders.

At an earlier meeting held on 16 October 2007 the Panel determined that it was not satisfied that several parties, including Hamish McHardy and Alan Thompson, had complied with the Code in respect of various acquisitions of Kerifresh shares made by them between 2002 and 2005.

On 19 October 2007 the Panel received information that Lawrence Fletcher, through the Auckland law firm of Grove Darlow and Partners, had circulated an unconditional offer of $2 per share for 335,000 Kerifresh shares. The Panel considers that Lawrence Fletcher may be an associate of Hamish McHardy and his son Jonathan McHardy who between them already hold 17.83% of voting rights in Kerifresh. The Panel also considers that Lawrence Fletcher may be an associate of Alan Thompson who, with his associates, holds in excess of 20% of the voting rights in Kerifresh.

Lawrence Fletcher's offer, if successful, would take his holding (through GDP Trustee Limited) to 4.56% of the voting rights in Kerifresh. When aggregated with the McHardys' holdings and those of Alan Thompson, the combined holdings would be in excess of 40%. The Panel therefore considers that by offering to purchase up to 335,000 Kerifresh shares Lawrence Fletcher may not have complied with the Code, may not be complying with the Code, and may intend not to comply with the fundamental rule of the Code.

The Panel has also decided to review the purchase of 597,316 Kerifresh shares made in May 2002 by the trustees of the Murrayfield Trust, being Hamish McHardy and Jonathan Forbes McHardy. The Panel considers that this acquisition, like a similar one made at the same time by Hamish McHardy, may not have complied with the Code because of the relationship between Hamish McHardy and Alan Thompson in 2002.

The Panel has made interim restraining orders under section 32 of the Act restraining GDP Trustee Limited and Lawrence Fletcher from acquiring or disposing of any shares in Kerifresh. Kerifresh itself has been restrained from registering any share transfers to or from GDP Trustee Limited and Lawrence Fletcher. These orders expire on 9 November 2007.

The Panel has convened a meeting of the Panel to determine whether to exercise its powers under section 32 of the Act in relation to these matters. The meeting is to be held in Auckland on Wednesday 7 November 2007. It will be a private meeting.

Following its meeting on 16 October 2007 relating to Kerifresh the Panel continued a number of restraining orders made earlier relating to Alan Thompson, Hamish McHardy, and the Anbran Trustee Company Limited. These orders are due to expire on 8 November 2007.

On 24 October 2007 the Panel requested submissions from the various parties to its earlier meeting on the question of remedies. These submissions were received at the Panel on the afternoon of 26 October 2007.

In addition, Turners and Growers made a formal request on 26 October 2007 under section 35(2) of the Act that the Panel make application to the High Court for a number of orders against various parties under section 36 of the Act.

The Panel is currently considering the request from Turners and Growers, and the submissions on remedies from the other parties. A further announcement will be made shortly.