6 JUNE
NEW ZEALAND GAZETTE
1457

(iii) (a) below, and which is supplemental to the document referred to in paragraph (i) above;’; and

2 ‘(iii) (a) for the avoidance of doubt, the additional acquisition assignment and re-transfer agreement (the “additional acquisition assignment and re-transfer agreement”) dated 23 April 1993 between the company and FR & Co, and transfer certificates and deeds of assignment (in the form scheduled to the additional mortgage acquisition and re-transfer agreement), whereby all or part of the right, title, interest and obligations of FR & Co in or to the additional mortgage acquisition and re-transfer agreement referred to in subparagraph (i) (a) above are to be assigned and transferred to the company;’; and

3 ‘(xx) (a) for the avoidance of doubt, all documents amending, modifying, supplementing, replacing or extending any of the foregoing documents or arrangements from time to time in connection with or associated with any of the documents and/or transactions contemplated by the documents and/or arrangements described in paragraphs (i) (a) and (iii) (a) above;’’

2 A unanimous resolution altering the memorandum of association of the company in accordance with article 32.1 of the company’s articles of association and section 18 (1) of the Companies Act 1955. The following resolution will be considered, and if thought fit, passed at the meeting:

‘‘That the memorandum of association of the company be and hereby is altered by (i) renumbering paragraphs 6 (e) and 6 (f) as paragraphs 6 (g) and 6 (h) respectively, and (ii) by inserting the following new paragraphs 6 (e) and 6 (f), namely:

‘(e) notwithstanding anything contained in paragraphs (a) to (d) (inclusive) above, the termination of the appointment of Residential Mortgages Limited, in its capacity as the administrator of the RML mortgage portfolio, and the appointment of Admin. Co. Limited or Mortgages Services Limited upon terms and conditions substantially the same as those contained in the administration agreement referred to in paragraph (d) (iii) above, including the entering of all other documentation and acquisition of all ancillary rights required in respect of such termination; and all transactions and general business activities related to the foregoing, all as required or contemplated by the documents or arrangements referred to in paragraph (f) and the transactions referred to therein;

(f) the entry into, execution, issue, delivery and performance of the following contracts or arrangements which (together with the documents referred to in paragraph (b) or any amendments or supplements thereto or substitutions thereof) apply to and regulate the change of administrator in respect of the RML mortgage portfolio and certain other matters:

(i) a deed of appointment of substitute administrator in respect of RML mortgages to be entered into between the company, Fay, Richwhite (New Zealand) Limited, the New Zealand Guardian Trust Company Limited, Admin. Co Limited, and Residential Mortgages Limited, in respect of the administration agreement dated 29 March 1993 and referred to second in paragraph (b) (v) above;

(ii) one or more deeds, agreements and/or other documents modifying the administration agreement between the company, Fay, Richwhite (New Zealand) Limited, the New Zealand Guardian Trust Company Limited and Admin. Co. Limited referred to in paragraph (d) (iii) above;

(iii) all insurance policies and arrangements relating to, and all other documents and arrangements required or contemplated or permitted by, any of the documents or arrangements referred to in any of the foregoing subparagraphs;

(iv) any one or more deeds, agreements and/or documents expressly contemplated by or necessary to give effect to the matters authorised in or by virtue of paragraph (e) above and/or this paragraph (f);

(v) all documents amending, modifying, supplementing, replacing, extending or ancillary to any of the foregoing documents or arrangements from time to time (including, without limitation, the documents and/or arrangements referred to in and/or contemplated by paragraph (b) and/or (d) above);’

provided that, if the unanimous resolution 1 referred to in the notice of extraordinary general meeting dated 31 May 1996 is passed and the alterations to the memorandum of association therein contained are adopted by the company, this resolution shall be read and construed so that, notwithstanding anything in Part A of unanimous resolution 1 (referred to above), existing paragraphs 6 (e) and 6 (f) shall be renumbered as paragraphs 6 (i) and 6 (j) respectively, and the following modifications shall be made to paragraphs (e) and (f) inserted by this resolution, namely:

1 paragraphs (e) and (f) shall be renumbered (g) and (h), respectively;

2 the reference in line one of paragraph (e) to ‘paragraphs (a) to (d)’ shall be changed to read ‘paragraphs (a) to (f)’; and

3 the reference in the last line of paragraph (e) to ‘paragraph (f)’ shall be changed to read ‘paragraph (h)’; and

4 the reference in paragraph (f) (iv) to ‘paragraph (e) above and/or this paragraph (f)’ shall be changed to read ‘paragraph (g) above and/or this paragraph (h).’’

Dated this 31st day of May 1996.

D. A. G. POOL, Company Secretary.

am3576

PARTNERSHIP NOTICES

Wright Wiseman & Co

Notice of Dissolution of Partnership

O. T. G. Wright and P. G. O’Toole announce that on the 31st day of May 1996, the partnership of Wright Wiseman & Co dissolved.

O. T. G. Wright will practise on his own account as Wright Wiseman & Co from the existing premises at the Second Floor, Dilworth Building, corner of Queen and Customs Streets, Auckland and 79 Ranfurly Road, Epsom.

P. G. O’Toole has joined Messrs Holmden Horricks as a partner and will practise at that firm’s Takapuna office.

J. W. L. Wiseman has ceased to be a consultant and has