Ann: GENERAL: TME: Disclosure - buyback/cancellation of restricted shares

• Release Date: 23/09/14 12:11
• Summary: GENERAL: TME: Disclosure - buyback/cancellation of restricted shares
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					TME
23/09/2014 12:11
GENERAL

REL: 1211 HRS Trade Me Group Limited

GENERAL: TME: Disclosure - buyback/cancellation of restricted shares

23 September 2014

Market Announcements Office
NZX Limited
Level 2, NZX Centre
11 Cable Street
WELLINGTON

Dear Sir/Madam

TRADE ME GROUP LIMITED (TME)
DISCLOSURE DOCUMENT RELATING TO REDEMPTION OF RESTRICTED SHARES

Please find attached the Disclosure Document which is being sent (by mail or
email) to Trade Me Group shareholders, relating to the redemption of 82,954
Restricted Shares held by former employees.

These Restricted Shares will not be able to qualify as ordinary shares in
future because the Trade Me employment relationship has now ended, and in
order for the company to effect redemption and cancellation of them this
Disclosure Document is required to be sent to shareholders.

Yours faithfully

Sarah Hard
Company Secretary

Disclosure relating to the buyback and cancellation of shares under the Trade
Me Group Limited Long-term Executive Share Scheme (s.62 Companies Act 1993)
Introduction
This document is provided to all shareholders in accordance with the
requirement of section 62 of the Companies Act 1993 (the Act).  It details
the intention of Trade Me Group Limited (Trade Me) to exercise an option to
buy back and cancel certain restricted shares which were issued under the
Long-Term Incentive Executive Share Scheme (LTI Scheme) but which the
relevant employees have ceased to be entitled to hold because they have left
the employment of Trade Me Limited.

What do you have to do?
This disclosure is provided to you for your information only and you are not
required to take any action in relation to it.

Terms of the buyback offer
The restricted shares are to be bought back from TMG Trustee Limited which
holds the LTI Scheme shares as bare trustee for the (now) ex-employees until
the shares are either forfeited or become unrestricted under the Scheme
rules. The shares will be repurchased for their original issue price and the
proceeds used to repay a loan that was provided on issue, so the ex-employees
will not make any gain from holding the shares.

No director has any interest in the shares which are the subject of the
buyback.

The buyback will occur at least 10 working days after this disclosure has
been distributed to shareholders.

Directors' resolution
Trade Me's directors have resolved:
That Trade Me Group Limited (the Company) make an offer to TMG Trustee
Limited (the Trustee) to acquire up to 82,954 ordinary shares (Shares) now
held by the Trustee for certain beneficial holders who have left the
Company's employment ;

1. The buyback will be at the same price as the issue price for each of
the Shares;

2. The buyback is in the best interests of  the Company and is of
benefit to the remaining shareholders;

3. The terms of the buyback and the consideration offered for the Shares
are fair and reasonable to the Company and to the remaining shareholders;

4. The reasons for the director's conclusions are that:

a. The Company is exercising a buyback option given in consideration for
the loan being provided to the Trustee to buy the Shares, under the
Company's LTI Scheme; and

b. The buyback and cancellation of Shares is a key part of facilitating
the Scheme which increases the alignment of interests between participating
senior staff and shareholders;

c. The buyback price is the same as the original issue price for each of
the Shares.

d. The shares will be cancelled by the Company immediately upon
completion of the buyback.

Note
Shareholder rights
Section 62(8) of the Act provides that a shareholder or the company may apply
to the court for an order restraining the proposed acquisition on the grounds
that--
(a) it is not in the best interests of the company and of benefit to
remaining shareholders; or
(b) the terms of the offer and the consideration offered for the shares
are not fair and reasonable to the company and remaining shareholders.
This disclosure is provided to you for your information only and you are not
required to take any action in relation to it.
If you have any questions regarding this disclosure, please contact Trade
Me's Company Secretary Sarah Hard on (04) 803 2676 or
[email protected].
End CA:00255579 For:TME    Type:GENERAL    Time:2014-09-23 12:11:20