TUA
20/11/2014 15:48
SSH
REL: 1548 HRS Turners Group NZ Limited
SSH: TUA: SSH Notice - Dorchester Pacific & Dorchester Turners Ltd
DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN
NATURE OF RELEVANT INTEREST OR BOTH
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 20 November 2014
To: NZX Limited
And: Turners Group NZ Limited
Date this disclosure made: 20 November 2014
Date last disclosure made: 13 November 2014
Substantial security holder(s) giving disclosure
Name(s): Dorchester Pacific Limited and Dorchester Turners Limited
Contact details: Paul Byrnes, Tel: 308 4988, Email:
[email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares
Summary for: Dorchester Pacific Limited and Dorchester Turners Limited
For this disclosure,--
(a) total number held in class: 27,375,271
(b) total in class: 27,375,271
(c) total percentage held in class: 100%
For last disclosure,--
(a) total number held in class: 27,375,271
(b) total in class: 27,375,271
(c) total percentage held in class: 100%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Dorchester Turners Limited (Dorchester) has made a full takeover offer dated
18 September 2014 (the Offer) under the Takeovers Code for all of the
ordinary shares in Turners Group NZ Limited (Turners).
On 31 October 2014 Dorchester gave a compulsory acquisition notice in
relation to the shares held by Turners' shareholders who have not returned
their acceptances under the Offer, resulting in Dorchester acquiring a
relevant interest in the 1,114,306 ordinary shares in Turners not already
owned by it and for which acceptances of the Offer or the compulsory
acquisition have not yet been received (representing 4.070% of all of the
ordinary shares in Turners).
On 20 November 2014 Dorchester completed the acquisition of a further 270,459
shares from Turners shareholders who had returned acceptances under the Offer
or the compulsory acquisition.
Dorchester has also received further acceptances from Turners' shareholders
which have not been completed yet, resulting in Dorchester acquiring a
relevant interest in 73,183 ordinary shares in Turners not already owned by
it (representing 0.267% of all of the ordinary shares in Turners).
Details of relevant interests in substantial holding after relevant event
Nature of relevant interest(s): Dorchester Pacific Limited is the holder of
20% or more of the shares in Dorchester Turners Limited, and therefore has
the same relevant interests as Dorchester Turners Limited.
For that relevant interest,--
(a) number held in class: 27,375,271
(b) percentage held in class: 100%
(c) current registered holder(s) of securities: Dorchester Turners
Limited/Various
(d) registered holder(s) of securities once transfers registered:
Dorchester Turners Limited
Details for Dorchester Turners Limited
Nature of relevant interest(s): Legal and beneficial owner.
For that relevant interest,--
(a) number held in class: 26,187,782
(b) percentage held in class: 95.662%
(c) current registered holder(s) of securities: Dorchester Turners
Limited
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Dorchester Turners Limited has acquired a
relevant interest arising by virtue of acceptances received from Turners'
shareholders, as a result of which Dorchester Turners Limited will,
conditional on settlement in relation to those shares being effected, become
the registered and beneficial owner of all of the ordinary shares in Turners
held or controlled by those Turners shareholders.
For that relevant interest,--
(a) number held in class: 73,183
(b) percentage held in class: 0.267%
(c) current registered holder(s) of securities: Various
(d) registered holder(s) of securities once transfers registered:
Dorchester Turners Limited
Nature of relevant interest(s): Dorchester Turners Limited has acquired a
relevant interest arising by virtue of giving a compulsory acquisition
notice, as a result of which Dorchester Turners Limited will, conditional on
settlement in relation to those shares being effected, become the registered
and beneficial owner of all of the ordinary shares in Turners held or
controlled by those Turners shareholders.
For that relevant interest,--
(a) number held in class: 1,114,306
(b) percentage held in class: 4.070%
(c) current registered holder(s) of securities: Various
(d) registered holder(s) of securities once transfers registered:
Dorchester Turners Limited
Additional information
Nature of connection between substantial security holders: Dorchester Turners
Limited is a wholly owned subsidiary of Dorchester Pacific Limited.
Address(es) of substantial security holder(s): Dorchester Pacific Limited and
Dorchester Turners Limited, Level 8, 34 Shortland Street, Auckland 1010
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: N/A
Declaration
I, Roger Wallis, Solicitor, 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:00257904 For:TUA Type:SSH Time:2014-11-20 15:48:15
