Ann: SSH: DIL: SSH - Carroll Capital Holdings LLC

• Release Date: 25/01/13 16:03
• Summary: SSH: DIL: SSH - Carroll Capital Holdings LLC
• Price Sensitive: No
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DIL
25/01/2013 14:03
SSH

REL: 1403 HRS Diligent Board Member Services INC (NS)

SSH: DIL: SSH - Carroll Capital Holdings LLC

Disclosure of ceasing to have substantial holding
Section 25, Securities Markets Act 1988
To: NZX Limited
And: Diligent Board Member Services, Inc. ("DIL")
Date this disclosure made: 25 January 2013 (second of two disclosures)
Date last disclosure made: 25 January 2013(first of two disclosures)
Substantial security holder(s) giving disclosure
Name(s): Carroll Capital Holdings LLC ("CCH")
Contact details: Kenneth Carroll, [email protected], +1 201 819 5399
Date on which substantial security holder(s) ceased to have substantial
holding:  20 November 2012
Summary of previous substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for: CCH
For last disclosure,--
(a) total number held in class: 5,611,008
(b) total in class: 81,901,191
(c) total percentage held in class: 6.851%
For current holding after ceasing to have substantial holding:
(a) total number held in class: 3,468,014
(b) total in class: 83,186,155
(c) total percentage held in class: 4.169%
Details of transactions and events giving rise to person ceasing to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
On 3 September 2012, CCH was the registered holder and beneficial owner of
6.851% of the ordinary shares.
Between 14 September 2012 and 14 November 2012, CCH sold 542,994 ordinary
shares on-market for a total consideration of NZ$2,083,437.  These sales did
not result in CCH decreasing its relevant interest in the ordinary shares by
1% or more from 6.851%.
On 20 November 2012, CCH ceased to be a substantial security holder in DIL as
a result of transferring 1 million ordinary shares to Kenneth Carroll (CCH's
majority member) and 600,000 ordinary shares to Mr Carroll's wife, Elizabeth
Carroll.  Each of those transfers was made for zero consideration.  After
these transfers, CCH held 3,468,014 ordinary shares, comprising 4.169% of the
total ordinary shares.
Since ceasing to be a substantial security holder in DIL on 20 November 2012,
CCH's holding in DIL has further decreased through a series of on-market
sales. CCH currently holds 3,016,122 ordinary shares (comprising 3.608% of
the total ordinary shares).
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): c/o Kenneth Carroll, 97 Long
Pond Road, Hewitt, NJ 07421, United States of America
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: Kenneth Carroll
Declaration
I, Kenneth Carroll, 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:00232340 For:DIL    Type:SSH        Time:2013-01-25 14:03:52