AFFCO Holdings Limited


Transaction Type: Takeover (Full)

Offeror: Talley’s Group Limited

Independent Adviser(s): Campbell MacPherson (Rule 21)

Offer commencement date: 6/08/2010

Offer closing date: 2/11/2010

Exemption: Open Country Dairy Limited - Exemption Notice 2010


On 6 August 2010, Talley’s Group Limited (Talley’s) made a full takeover offer for all of the shares in AFFCO Holdings Limited (AFFCO), for consideration of $0.37 per share.  At the time of its offer, Talley’s held or controlled 52.83% of AFFCO and had entered into a lock-up agreement with Toocooya Nominees Limited (Toocooya) whereby Toocooya agreed to accept the offer in respect of the 23.46% of AFFCO that it held or controlled.

On 21 September 2010, the offer was declared unconditional.

On 6 October 2010, Talley’s announced it had received acceptances which took its holding to 90.474% of AFFCO, making it a dominant owner in AFFCO.

On 22 October, Talley’s sent an acquisition notice to all outstanding shareholders in AFFCO requiring them to sell all of their shares in AFFCO to Talley’s.

Campbell MacPherson prepared a rule 21 independent adviser’s report on the merits of the offer.

Prior to the takeover offer, the Panel granted an exemption from rule 6(1) of the Code for Talley’s in respect of any increase in Talley’s voting control of Open Country Dairy Limited as a consequence of acceptances under the takeover offer.