AFFCO Holdings Limited


Transaction Type: Company meeting (Allotment)

Allottee: Talley’s Fisheries Limited, Toocooya Nominees Limited

Independent Adviser(s): Deloitte Touche Tohmatsu (Rule 18)

Date of meeting: 3/09/2002

Exemption: AFFCO Holdings Limited - Exemption Notice 2002


On 1 July 2002, AFFCO Holdings Limited (AFFCO) announced its intention to undertake a rights issue to raise additional capital to enable the company to complete its operational and financial restructuring program.

On 12 July 2002, AFFCO's two major shareholders, Talley's Fisheries Limited (Talley's) and Toocooya Nominees Limited (Toocooya) announced that they would fully subscribe for their individual entitlements in the rights issue and also participate in partially underwriting the issue. At the time, Talley's and Toocooya held 19.9% and 18.7% respectively of the ordinary shares in AFFCO. Through their proposed underwriting of the rights issue, Talley’s and Toocooya were likely to increase their respective shareholdings in AFFCO beyond the 20% threshold. As such, shareholder approval was required for the allotment of voting securities under the issue or the underwriting agreements.

Rules 7(d) and 16(b) of the Code require the notice of meeting to contain particulars of the voting securities to be allotted. As the particulars of any allotment resulting from the meeting would not be known when the notice of meeting was sent or the resulting percentage of AFFCO’s shares that would be held or controlled by Talley’s and Toocooya, the Panel granted an exemption to Talley’s and Toocooya from rule 7(d), and AFFCO from rule 16(b).

On 3 September 2002, AFFCO shareholders approved the two resolutions at the special meeting.

Deloitte Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.