OHE
27/11/2015 08:31
SSH
NOT PRICE SENSITIVE
REL: 0831 HRS Orion Health Group Limited
SSH: OHE: SSH Notice - Orion Health Group Limited
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To: NZX Limited
and
To: Orion Health Group Limited (Orion Health)
Relevant event being disclosed: Decrease in holding
Date of relevant event: 26 November 2015
Date this disclosure made: 26 November 2015
Date last disclosure made: 27 May 2015
Substantial product holder(s) giving disclosure
Full name(s): Orion Health Group Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Orion Health with
security code OHE
Summary for Orion Health Group Limited
For this disclosure,--
(a) total number held in class: 10,340,752
(b) total in class: 160,617,417
(c) total percentage held in class: 6.438%
For last disclosure,--
(a) total number held in class: 95,757,613
(b) total in class: 160,617,417
(c) total percentage held in class: 59.618%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Pursuant to:
(i) an escrow deed dated 28 October 2014 between Orion Health and the
relevant parties described in Schedule 1 (First Escrow Deed, copy attached to
previous disclosure dated 26 November 2014), Orion Health Group Limited had
the power to control the disposition of 4,677,420 ordinary fully paid shares
held by the relevant parties; and
(ii) a restricted security agreement dated 28 October 2014 between Orion
Health and the relevant party described in Schedule 1 (Restricted Security
Agreement, copy attached to previous disclosure dated 26 November 2014),
Orion Health Group Limited had the power to control the disposition of
80,860,057 ordinary fully paid shares held by the relevant parties.
On 26 November 2015, being the first Business Day following Orion Health's
preliminary announcement of its financial results for the six months to 30
September 2015, 85,537,477 ordinary fully paid shares held by the parties
described in the First Escrow Deed and Second Escrow Deed have been released
from escrow (being the aggregate of the ordinary fully paid shares described
in (i) and (ii) above).
Details after relevant event
Details for Orion Health Group Limited
Nature of relevant interest(s):
(a) Pursuant to an escrow deed dated 28 October 2014 between Orion Health and
G A Cumming (copy attached to previous disclosure dated 26 November 2014),
Orion Health Group Limited has the power to control the disposition of
8,737,000 ordinary fully paid shares held by the relevant parties; and
(b) The power to exercise, or control the exercise of, the right to vote
attached to 20% or more of the shares held by Orion Health Corporate Trustee
Limited (Orion Trustee). Orion Health is the registered holder and
beneficial owner of 100% of the shares of Orion Trustee, which is the
registered holder of 1,603,752 ordinary fully paid shares.
For that relevant interest,-
(a) number held in class: 10,340,752 Shares
(b) percentage held in class: 6.438%
(c) current registered holder(s) of securities: G A Cumming and Orion Trustee
(d) registered holder(s) of securities once transfers registered: Not
applicable
Additional information
Address(es) of substantial product holder(s): Orion House, 181 Grafton Road,
Grafton, Auckland, 1010, New Zealand.
Contact details: Luke Facer, VP, General Counsel and Company Secretary.
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: N/A
Certification
I, Luke Facer, certify 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.
SCHEDULE 1
Parties to the First Escrow Deed dated 28 October 2014
Canz Capital Limited
Neil Cullimore
George Roger Wayne France, Julie Isobel France and Richard James O'Bryen
Hoare as trustees of the France Family Trust
Paul Nigel Shearer, Sonya Maree Shearer and Mark Edgar Wilson as trustees of
the Shearer Family Trust
Paul Nigel Shearer
Wayne Alan Oxenham and Lynne Oxenham and Oxenham Trusts Limited as trustees
of the Mambo Business Trust
Wayne Alan Oxenham
Paul Augustin Viskovich and Patrick James Kennelly as trustees of the Paul
Viskovich Family Trust
Paul Augustin Viskovich
Krestville Investments Limited
Graeme Wilson (Wilson Superannuation Fund)
Parties to the Restricted Security Agreement dated 28 October 2014
McCrae Limited
End CA:00274186 For:OHE Type:SSH Time:2015-11-27 08:31:56
