ERD
15/08/2014 11:45
SSH
REL: 1145 HRS EROAD Limited
SSH: ERD: SSH Notice - (Steven Newman and NMC Trustees Limited)
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: EROAD Limited
Date this disclosure made: 15 August 2014
Substantial security holder(s) giving disclosure
Name(s): Steven Newman and NMC Trustees Limited as trustee of the NMC
Investment Trust
Contact details: Steven Newman
Email: [email protected]
Phone: +64 9 415 15 65
Date on which substantial security holder(s) began to have substantial
holding: 15 August 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for: Steven Newman
For this disclosure,--
(a) total number held in class: 16,059,466
(b) total in class: 60,000,000
(c) total percentage held in class: 26.766%
Summary for: NMC Trustees Limited as trustee of the NMC Investment Trust
For this disclosure,--
(a) total number held in class: 15,999,194
(b) total in class: 60,000,000
(c) total percentage held in class: 26.665%
Details of relevant interests currently in substantial holding
Details for Steven Newman
Nature of relevant interest(s): Steven Newman is the holder of 20% or more
of the shares in NMC Trustees Limited and has the power to control dealings
and voting of shares held by NMC Trustees Limited as trustee of the NMC
Investment Trust.
On 15 August 2014, NMC Trustees Limited as trustee of the NMC Investment
Trust became subject to transfer restrictions contained in the EROAD
Restricted Security Agreement (8 pages, attached). Under these arrangements,
NMC Trustees Limited has agreed not to sell or otherwise dispose of or do or
omit to do anything which could have the effect of transferring effective
ownership or control of any of the shares it holds as disclosed in this
notice (the Escrowed Shares) until the first business day after EROAD
Limited's preliminary announcement has been released to the market in respect
of its financial results for the year ended 31 March 2016 except as follows:
- NMC Trustees Limited may sell or otherwise transfer 10% of the
Escrowed Shares held by it from the first business day after EROAD Limited's
preliminary announcement has been released to the market in respect of its
financial results for the year ended 31 March 2015;
- NMC Trustees Limited may sell or otherwise transfer 20% (i.e. an
additional 10%) of the Escrowed Shares held by it from the first business day
after EROAD Limited's preliminary announcement has been released to the
market in respect of its financial results for the half year ended 30
September 2015; and
- NMC Trustees Limited may sell or otherwise transfer any of the
Escrowed Shares held by it:
- With the approval of EROAD Limited's directors who are not
"interested" in the decision (as that term is defined in the Companies Act
1993), EROAD Limited and NZX Limited;
- To an "affiliate" of NMC Trustees Limited (being a person owned or
controlled by, or under common ownership or control with, NMC Trustees
Limited and in relation to a family trust includes any beneficiary of that
trust), provided that such affiliate has agreed to be bound by the escrow
terms; or
- In connection with a takeover offer made in respect of the shares
under the Takeovers Code or similar scheme of arrangement.
These restrictions do not apply, and therefore no approval is needed, for NMC
Trustees Limited to grant a security interest in favour of a bona fide lender
to it.
For that relevant interest,--
(a) number held in class: 15,999,194
(b) percentage held in class: 26.665%
(c) current registered holder(s) of securities: NMC Trustees Limited
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Steven Newman is the beneficial owner of
shares pursuant to a Long Term Incentive plan, under which the shares are
held on trust subject to certain performance targets being met over the
period 1st April 2014 to 31st March 2017, upon which the shares will vest.
For that relevant interest,--
(a) number held in class: 51,172
(b) percentage held in class: 0.085%
(c) current registered holder(s) of securities: Wayne Hudson and Anthony
Gibson as trustees of the trust which holds securities on behalf of
participants in the Long Term Incentive Plan
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Steven Newman has the power to control the
acquisition or disposition of, and has the power to exercise or to control
the exercise of, a right to vote the shares held by Alexandra Ashley Newman,
his daughter.
For that relevant interest,--
(a) number held in class: 5,700
(b) percentage held in class: 0.010%
(c) current registered holder(s) of securities: Alexandra Ashley Newman
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Steven Newman has the power to control the
acquisition or disposition of, and has the power to exercise or to control
the exercise of, a right to vote the shares held by Henry James Newman, his
son.
For that relevant interest,--
(a) number held in class: 3,400
(b) percentage held in class: 0.006%
(c) current registered holder(s) of securities: Henry James Newman
(d) registered holder(s) of securities once transfers registered: N/A
Details for NMC Trustees Limited as trustee of the NMC Investment Trust
Nature of relevant interest(s): NMC Trustees Limited as trustee of the NMC
Investment Trust is the registered holder of 15,999,194 ordinary shares
(which it holds on trust for the beneficiaries of the NMC Investment Trust),
and has the power to exercise the right to vote, and dispose of, those
ordinary shares. The shares held by NMC Trustees Limited as trustee of the
NMC Investment Trust are subject to the restrictions on transfer outlined
above.
For that relevant interest,--
(a) number held in class: 15,999,194
(b) percentage held in class: 26.665%
(c) current registered holder(s) of securities: NMC Trustees Limited as
trustee of the NMC Investment Trust
(d) registered holder(s) of securities once transfers registered: N/A
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: Steven Newman and NMC Trustees Limited
as trustee of the NMC Investment Trust became substantial security holders
upon EROAD's ordinary shares being quoted on the NZX Main Board.
Additional information
Nature of connection between substantial security holders: Steven Newman is
the holder of 20% or more of the shares in NMC Trustees Limited and has the
power to control dealings and voting of shares held by NMC Trustees Limited
as trustee of the NMC Investment Trust.
Address(es) of substantial security holder(s): 21 McGiven Place, Coatesville,
Albany, Auckland, 0793
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: EROAD Limited
Steven Newman is also a director of EROAD Limited. This disclosure also
constitutes disclosure for the purposes of the directors' and officers'
initial disclosure obligations under s 19T of the Securities Markets Act
1988.
Declaration
I, Steven Newman, 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:00253941 For:ERD Type:SSH Time:2014-08-15 11:45:08
