- Release Date: 13/12/12 10:35
- Summary: SSH: NZE: SSH Notice - (Rangatira Limited)
- Price Sensitive: No
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NZE 13/12/2012 08:35 SSH REL: 0835 HRS New Zealand Experience Limited SSH: NZE: SSH Notice - (Rangatira Limited) 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: Movement of 1% or more in substantial holding Date of relevant event: 11 December 2012 To: NZX And: New Zealand Experience Limited Date this disclosure made: 13 December 2012 Date last disclosure made: 26 November 2012 Substantial security holder giving disclosure Name: Rangatira Limited Contact details: Chris Bradshaw [email protected] 04 471 6142 Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary shares Summary for Rangatira Limited For this disclosure, - a total number held in class: 29,040,000 b total in class: 37,000,000 c total percentage held in class: 78.486% For last disclosure, - a total number held in class: 27,700,000 b total in class: 37,000,000 c total percentage held in class: 74.865% 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: Rangatira Limited entered into a lock up agreement with Garlow Management Inc (Garlow), the terms of which were agreed on 24 November 2012. Under that lock up agreement, Rangatira Limited has agreed to make a full takeover offer (Offer) to purchase all of the shares of New Zealand Experience Limited (NZE) and Garlow has agreed to accept that Offer in respect of its holding of 27,700,000 ordinary shares in NZE, at a price of $0.36 per ordinary share. A copy of the terms of that lock up agreement was attached to the substantial security holder notice filed by Rangatira Limited on 26 November 2012. On 11 December 2012 Rodney Walshe, a director of NZE, announced that he intends that Rodney Walshe Limited (through which Mr. Walshe holds his NZE shares and in respect of which he is the sole director) accept the Offer for all of its shares in NZE. This disclosure relates to that announced intention. No actual disposal of NZE shares by Rodney Walshe Limited has occurred. Details of relevant interests in substantial holding after relevant event Details for Rangatira Limited Nature of relevant interest(s): Rangatira Limited continues to have the power to acquire securities in NZE held or controlled by Garlow under a lock up agreement between Rangatira Limited and Garlow, the terms of which were agreed on 24 November 2012. That lock up agreement is subject to certain conditions, as set out in the schedule to the terms of the lock up agreement. A copy of the terms of the lock up agreement was attached to the substantial security holder notice filed by Rangatira Limited on 26 November 2012. For that relevant interest, - a number held in class: 27,700,000 b percentage held in class: 74.865% c current registered holder(s) of securities: Garlow Management Inc d registered holder(s) of securities once transfers registered: Rangatira Limited Nature of relevant interest(s): Rangatira Limited has acquired an implied, non-legally enforceable power to control the disposal of NZE shares by Rodney Walshe Limited following an announcement made by Rodney Walshe on 11 December 2012 that Mr. Walshe, a director of NZE, intends that Rodney Walshe Limited (through which Mr. Walshe holds his NZE shares and in respect of which he is the sole director) accept the Offer for all of its shares in NZE. The relevant document was attached to the announcement filed by NZE on 11 December 2012. For that relevant interest, - a number held in class: 1,340,000 b percentage held in class: 3.622% c current registered holder(s) of securities: Rodney Walshe Limited d registered holder(s) of securities once transfers registered: Rangatira Limited Additional information Nature of connection between substantial security holders: Not applicable Address(es) of substantial security holder(s): Rangatira Limited Level 10 70 The Terrace Wellington 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: Garlow Management Inc and Rodney Walshe. Declaration I, Chris Bradshaw, 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:00231051 For:NZE Type:SSH Time:2012-12-13 08:35:17
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