- Release Date: 15/08/14 11:45
- Summary: SSH: ERD: SSH Notice - (EROAD Limited)
- Price Sensitive: No
- Download Document 5.13KB
ERD 15/08/2014 11:45 SSH REL: 1145 HRS EROAD Limited SSH: ERD: SSH Notice - (EROAD 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): EROAD Limited 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: EROAD Limited For this disclosure,-- (a) total number held in class: 23,485,752 (b) total in class: 60,000,000 (c) total percentage held in class: 39.143% Details of relevant interests currently in substantial holding Details for EROAD Limited Nature of relevant interest(s): Each of the directors, members of the executive management team and the staff and close business associates of EROAD who were issued shares on 15 June 2014 (together, the Escrowed Shareholders) have entered into escrow arrangements with EROAD in respect of the following shares (the Escrowed Shares) pursuant to restricted security agreements (33 pages, attached) or the terms of issue of the relevant shares: - For each Escrowed Shareholder that also sold shares through the initial public offering of EROAD Limited's shares (the Offer), the shares held by that Escrowed Shareholder upon the listing of EROAD Limited less any shares offered for sale by the Escrowed Shareholder under the Offer; - For each Escrowed Shareholder that acquired shares on 15 June 2014 as a staff member or close business associate of EROAD Limited, the shares acquired by that Escrowed Shareholder on 15 June 2014; and - For each other Escrowed Shareholder, the shares held by that Escrowed Shareholder upon the listing of EROAD Limited. Under these arrangements, each Escrowed Shareholder 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 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: - An Escrowed Shareholder may sell or otherwise transfer 10% of the Escrowed Shares held by that Escrowed Shareholder 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; - An Escrowed Shareholder may sell or otherwise transfer 20% (i.e. an additional 10%) of the Escrowed Shares held by that Escrowed Shareholder 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 - An Escrowed Shareholder may sell or otherwise transfer any of the Escrowed Shares held by that Escrowed Shareholder: - With the approval of the directors of EROAD Limited who are not "interested" in the decision (as that term is defined in the Companies Act 1993), EROAD Limited and NZX; - To an "affiliate" of the Escrowed Shareholder (being a person owned or controlled by, or under common ownership or control with, the Escrowed Shareholder 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 an Escrowed Shareholder to grant a security interest in favour of a bona fide lender to that Escrowed Shareholder. For that relevant interest,-- (a) number held in class: 23,817,593 (b) percentage held in class: 39.696% (c) current registered holder(s) of securities: See attached schedule (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: EROAD Limited became a substantial security holder upon EROAD's ordinary shares being quoted on the NZX Main Board. Additional information Nature of connection between substantial security holders: N/A Address(es) of substantial security holder(s): 260 Oteha Valley Road, Albany, Auckland, 0632, 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: Steven Newman and NMC Trustees Limited as trustee of the NMC Investment Trust 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. Schedule: [attached] End CA:00253942 For:ERD Type:SSH Time:2014-08-15 11:45:21
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