MPG
30/07/2014 09:19
SSH
REL: 0919 HRS Metro Performance Glass Limited
SSH: MPG: SSH Notice - Crescent Capital Partners Management Pty
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Metro Performance Glass Limited (Metroglass)
Date this disclosure made: 30 July 2014
Substantial security holder(s) giving disclosure
Name(s): Crescent Capital Partners Management Pty Limited
Contact details: c/- Peter Lyon-Mercado
Crescent Capital Partners
Level 29, Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
Date on which substantial security holder(s) began to have substantial
holding: 30 July 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Fully paid ordinary shares in Metroglass
(Shares)
Summary for: Crescent Capital Partners Management Pty Limited
For this disclosure,--
(a) total number held in class: 15,294,430
(b) total in class: 185,030,000
(c) total percentage held in class: 8.266%
Details of relevant interests currently in substantial holding
Details for: Crescent Capital Partners Management Pty Limited
Nature of relevant interest(s):
Crescent Capital Partners Management Pty Limited is the registered holder of
5,862,611 Shares (the CCPT IIIA Shares) in its capacity as trustee of
Crescent Capital Partners Trust IIIA (CCPT IIIA).
Crescent Capital Partners Management Pty Limited is the investment manager of
the fund Crescent Capital Partners III which includes CCPT IIIA. Pursuant to
the relevant investment management contracts under which Crescent Capital
Partners Management Pty Limited is appointed as investment manager, it has
the power to exercise, or to control the exercise of, the rights to vote
attached to the CCPT IIIA Shares and the power to acquire or dispose of, or
control the acquisition or disposition of the CCPT IIIA Shares. Crescent
Capital Partners Management Pty Limited's relevant interest arises under the
investment management contracts only because it has those powers of
investment contained in the investment management contracts, and beneficial
ownership of the CCPT IIIA Shares is held by CCPT IIIA. Crescent Capital
Partners Management Pty Limited's ordinary business consists of the provision
of investment management services including the investment of other persons'
funds. Accordingly, the exemption in regulation 14 of the Securities Markets
(Substantial Security Holders) Regulations 2007 applies and no relevant
agreement document is attached.
Crescent Capital Partners Management Pty Limited's relevant interest in the
CCPT IIIA Shares is qualified by the terms of the Share Sale and Purchase
Deed dated 26 June 2014 (33 pages, attached), which includes escrow
arrangements that qualify Crescent Capital Partners Management Pty Limited's
relevant interest power to exercise, or control the exercise of, a right to
vote, acquire, or dispose of the CCPT IIIA Shares.
For that relevant interest,--
(a) number held in class: 5,862,611
(b) percentage held in class: 3.168%
(c) current registered holder(s) of securities: Crescent Capital
Partners Management Pty Limited
(d) registered holder(s) of securities once transfers registered: Not
applicable
Nature of relevant interest(s):
Crescent Capital Partners Management Pty Limited is the registered holder of
5,862,611 Shares (the CCPT IIIB Shares) in its capacity as trustee of
Crescent Capital Partners Trust IIIB (CCPT IIIB).
Crescent Capital Partners Management Pty Limited is the investment manager of
the fund Crescent Capital Partners III which includes CCPT IIIB. Pursuant to
the relevant investment management contracts under which Crescent Capital
Partners Management Pty Limited is appointed as investment manager, it has
the power to exercise, or to control the exercise of, the rights to vote
attached to the CCPT IIIB Shares and the power to acquire or dispose of, or
control the acquisition or disposition of such the CCPT IIIB Shares.
Crescent Capital Partners Management Pty Limited's relevant interest arises
under the investment management contracts only because it has those powers of
investment contained in the investment management contracts, and beneficial
ownership of the CCPT IIIB Shares is held by CCPT IIIB. Crescent Capital
Partners Management Pty Limited's ordinary business consists of the provision
of investment management services including the investment of other persons'
funds. Accordingly, the exemption in regulation 14 of the Securities Markets
(Substantial Security Holders) Regulations 2007 applies and no relevant
agreement document is attached.
Crescent Capital Partners Management Pty Limited's relevant interest in the
CCPT IIIB Shares is qualified by the terms of the Share Sale and Purchase
Deed dated 26 June 2014 (33 pages, attached), which includes escrow
arrangements that qualify Crescent Capital Partners Management Pty Limited's
relevant interest power to exercise, or control the exercise of, a right to
vote, acquire, or dispose of the CCPT IIIB Shares.
For that relevant interest,--
(a) number held in class: 5,862,611
(b) percentage held in class: 3.168%
(c) current registered holder(s) of securities: Crescent Capital
Partners Management Pty Limited
(d) registered holder(s) of securities once transfers registered: Not
applicable
Nature of relevant interest(s):
Crescent Capital Partners Management Pty Limited is the investment manager of
the fund Crescent Capital Partners III which includes Crescent Capital
Partners III (Belgium) BVBA (CCP III BVBA). CCP III BVBA is the registered
holder of 3,569,208 Shares (the CCP III BVBA Shares). Pursuant to the
relevant investment management contracts under which Crescent Capital
Partners Management Pty Limited is appointed as investment manager, it has
the power to exercise, or to control the exercise of, the rights to vote
attached to the CCP III BVBA Shares and the power to acquire or dispose of,
or control the acquisition or disposition of the CCP III BVBA Shares.
Crescent Capital Partners Management Pty Limited's relevant interest arises
under the investment management contracts only because it has those powers of
investment contained in the investment management contracts, and beneficial
ownership of the CCP III BVBA Shares is held by CCP III BVBA. Crescent
Capital Partners Management Pty Limited's ordinary business consists of the
provision of investment management services including the investment of other
persons' funds. Accordingly, the exemption in regulation 14 of the
Securities Markets (Substantial Security Holders) Regulations 2007 applies
and no relevant agreement document is attached.
Crescent Capital Partners Management Pty Limited's relevant interest in the
CCP III BVBA Shares is qualified by the terms of the Share Sale and Purchase
Deed dated 26 June 2014 (33 pages, attached), which includes escrow
arrangements that qualify Crescent Capital Partners Management Pty Limited's
relevant interest power to exercise, or control the exercise of, a right to
vote, acquire, or dispose of the CCP III BVBA Shares.
For that relevant interest,--
(a) number held in class: 3,569,208
(b) percentage held in class: 1.929%
(c) current registered holder(s) of securities: CCP III BVBA
(d) registered holder(s) of securities once transfers registered: Not
applicable
Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Crescent Capital Partners Management Pty Limited became a substantial
security holder (for the purposes of the Securities Markets Act 1988) upon
the Shares being listed on the NZX Main Board, which is a registered exchange
operated by NZX Limited.
Additional information
Nature of connection between substantial security holders: Not applicable
Address(es) of substantial security holder(s):
Crescent Capital Partners Management Pty Limited
Level 29, Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: Not applicable
Declaration
I, Peter Lyon-Mercado, director of Crescent Capital Partners Management Pty
Limited, declare that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00253258 For:MPG Type:SSH Time:2014-07-30 09:19:26
