- Release Date: 25/07/14 11:22
- Summary: SSH: SCL: SSH Notice - Direct Capital Investments Limited
- Price Sensitive: No
- Download Document 6.99KB
SCL 25/07/2014 11:22 SSH REL: 1122 HRS Scales Corporation Limited SSH: SCL: SSH Notice - Direct Capital Investments Limited DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING Section 22, Securities Markets Act 1988 To: NZX Limited And: Scales Corporation Limited Date this disclosure made: 25 July 2014 Substantial security holder(s) giving disclosure Name(s): Direct Capital Investments Limited, Direct Capital IV Management Limited, Direct Capital IV GP Limited, DCIV-PII Delta Partnership (a partnership between Direct Capital IV Limited Partnership and Pohutukawa Delta Limited), Direct Capital IV Delta Limited Partnership, Direct Capital IV Investments Limited, Hendry Nominees Limited and Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund (acting through their nominee NZSF Private Equity Investments (No 1) Limited) Contact details: Mark Hutton Tel: +64 9 307 2562 Email: [email protected] Date on which substantial security holder(s) began to have substantial holding: 25 July 2014 Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary shares Summary for Direct Capital Investments Limited For this disclosure,-- (a) total number held in class: 27,955,801 (b) total in class: 139,779,006 (c) total percentage held in class: 20.000% Summary for Direct Capital IV Management Limited and Direct Capital IV GP Limited For this disclosure,-- (a) total number held in class: 25,223,977 (b) total in class: 139,779,006 (c) total percentage held in class: 18.046% Summary for DCIV-PII Delta Partnership (a partnership between Direct Capital IV Limited Partnership and Pohutukawa Delta Limited), Direct Capital IV Delta Limited Partnership, Direct Capital IV Investments Limited, Hendry Nominees Limited and Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund (acting through their nominee NZSF Private Equity Investments (No 1) Limited) (together, the Co-Investors) For this disclosure,-- (a) total number held in class: 25,223,977 (b) total in class: 139,779,006 (c) total percentage held in class: 18.046% Details of relevant interests currently in substantial holding Details for Direct Capital Investments Limited Nature of relevant interest(s): Registered holder of shares in Scales Corporation Limited as custodian, including as custodian on behalf of the Co-Investors. Direct Capital Investments Limited's relevant interest is qualified by the terms of the Restricted Security Agreement dated 19 June 2014 (the Restricted Security Agreement) (6 pages attached). For that relevant interest,-- (a) number held in class: 27,955,801 (b) percentage held in class: 20.000% (c) current registered holder(s) of securities: Direct Capital Investments Limited (d) registered holder(s) of securities once transfers registered: not applicable Details for Direct Capital IV Management Limited and Direct Capital IV GP Limited Nature of relevant interest(s): Direct Capital IV Management Limited and Direct Capital IV GP Limited are responsible for managing the shares in Scales Corporation Limited held by Direct Capital Investments Limited on behalf of the Co-Investors. The relevant interests of Direct Capital IV Management Limited and Direct Capital IV GP Limited arising under the relevant investment management contracts arise only from the powers of investment contained in those investment management contracts, which need not be attached. The relevant interests of Direct Capital IV Management Limited and Direct Capital IV GP Limited are qualified by the terms of the Restricted Security Agreement (attached). For that relevant interest,-- (a) number held in class: 25,223,977 (b) percentage held in class: 18.046% (c) current registered holder(s) of securities: Direct Capital Investments Limited (d) registered holder(s) of securities once transfers registered: not applicable Details for the Co-Investors Nature of relevant interest(s): Beneficial owners of shares in Scales Corporation Limited that are held by Direct Capital Investments Limited. The Co-Investors have various written or unwritten arrangements or understandings in place under which, among other things, they have co-invested in Scales Corporation Limited and will co-divest such investment in proportion to each Co-Investor's shareholding. Accordingly, each of the Co-Investors has the relevant interests in the shares that the other Co-Investors have. The relevant interests of the Co-Investors arise under the relevant agreements that are attached (52 pages attached) or are described above. The relevant interests of the Co-Investors are qualified by the terms of the Restricted Security Agreement (attached). For that relevant interest,-- (a) number held in class: 25,223,977 (b) percentage held in class: 18.046% (c) current registered holder(s) of securities: Direct Capital Investments Limited (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: As holders of relevant interests in relation to shares in Scales Corporation Limited, each of the entities for whom a relevant interest is disclosed herein became a substantial security holder upon the shares in Scales Corporation Limited being quoted on the NZX Main Board. Additional information Nature of connection between substantial security holders: Direct Capital Investments Limited holds shares in Scales Corporation Limited as custodian, including as custodian on behalf of the Co-Investors. Direct Capital IV Management Limited and Direct Capital IV GP Limited are responsible for managing the shares held by Direct Capital Investments Limited on behalf of the Co-Investors. Address(es) of substantial security holder(s): For Direct Capital Investments Limited, Direct Capital IV Management Limited, Direct Capital IV GP Limited and the Co-Investors (other than Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund (acting through their nominee NZSF Private Equity Investments (No 1) Limited)): Level 6, 2 Kitchener Street Auckland 1010 New Zealand For Guardians of New Zealand Superannuation as manager and administrator of the New Zealand Superannuation Fund (acting through their nominee NZSF Private Equity Investments (No 1) Limited): Level 12, Zurich House, 21 Queen Street Auckland 1010 New Zealand 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: Scales Corporation Limited Declaration I, Mark Hutton, 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:00253103 For:SCL Type:SSH Time:2014-07-25 11:22:16
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