Offeror(s): Talley’s Fisheries Limited

Independent Adviser(s): Deloitte Corporate Finance (Rule 18)

Company Meeting Date: 17/04/2002

On 4 March 2002, AFFCO Holdings Limited ("AFFCO") was formally advised that Talley's Fisheries Limited ("Talley’s") had entered into a conditional agreement to purchase the AFFCO shares respectively owned by Green & McCahill Investments Limited ("G&M") and Kilmacrennan Farm Limited ("KFL") at the price of $0.38 cents per share (“the proposed acquisition”).

At the time, Talley’s held 19.86% of AFFCO’s voting rights. The combined shareholdings of G&M and KFL represented 10.53% of AFFCO shares. After the completion of the proposed acquisition, Talley’s would hold 30.34% of AFFCO voting rights. Accordingly, Talley’s proposed acquisition would breach the fundamental rule unless it was approved by its shareholders under rule 7(c) of the Code.

At the special meeting on 17 April 2002, AFFCO shareholders rejected the proposed acquisition.

 

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