- Release Date: 24/11/14 09:30
- Summary: SSH: JWI: SSH Notice - Harvard JV
- Price Sensitive: No
- Download Document 18.52KB
JWI 24/11/2014 09:30 SSH REL: 0930 HRS Just Water International Limited SSH: JWI: SSH Notice - Harvard JV Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both Sections 23 and 24, Securities Markets Act 1988 Relevant event being disclosed: Movement of 1% or more in substantial holding and change in nature of relevant interest Date of relevant event: 21 November 2014 To: NZX Limited And: Just Water International Limited (NZAX:JWI) Date this disclosure made: 24 November 2014 Date last disclosure made: 28 October 2014 Substantial security holder(s) giving disclosure Name(s): (each a member of Harvard JV). - The Harvard Group Limited - Anthony Edwin Falkenstein (being a director of both of The Harvard Group Limited and Just Water International Limited) - Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust - Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the Jeanette Trust - Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust - Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust - Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust - Anthony Edwin Falkenstein as trustee of The Renate Share Trust - Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust Contact details: Anthony Edwin Falkenstein: email: [email protected] phone: 021 950 856 Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary shares in Just Water International Limited Summary for: The Harvard Group Limited For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the Jeanette Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Summary for: Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust For this disclosure,-- (a) total number held in class: 65,253,954 (b) total in class: 89,477,174 (c) total percentage held in class: 72.928% For last disclosure,-- (a) total number held in class: 63,343,652 (b) total in class: 89,477,174 (c) total percentage held in class: 70.793% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure under the instructions to this form: On 27 October 2014, The Harvard Group Limited, Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust, Heather Jeanette Falkenstein and Ian Donald Malcolm as trustees of the Jeanette Trust, Anthony Edwin Falkenstein as sole trustee of The Renate Share Trust, Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust, Anthony Edwin Falkenstein, Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare trustees for Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust, Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust and Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust (together "Harvard JV") entered into a joint venture agreement ("Joint Venture Agreement") pursuant to which the parties agreed to act in concert in respect of a full takeover offer for all of the securities on issue in Just Water International Limited not already held by the parties and the disposition of securities by the parties. At the date of the Joint Venture Agreement the members of Harvard JV held in aggregate 63,343,652 (70.793%) ordinary shares in Just Water International Limited. A copy of the Joint Venture Agreement accompanied the previous disclosure notice dated 28 October 2014. On 14 November 2014, Harvard JV made an unconditional full cash takeover offer for all of the ordinary shares in Just Water International Limited at 15 cents per share and all of the options to subscribe for ordinary shares in Just Water International Limited at the offer prices set out in the Offer Document ("Offer"). A copy of the Offer Document dated 14 November 2014 and Target Company Statement dated 11 November 2014 were sent by Harvard JV to NZX Limited on 14 November 2014. On 17 November 2014, Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust, as bare trustees for The Harvard Group Limited, made an on-market acquisition of 40,228 (0.045%) ordinary shares in Just Water International Limited at 15 cents per share. On 19 November 2014, Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust, as bare trustees for The Harvard Group Limited, made an on-market acquisition of 62,500 (0.070%) ordinary shares in Just Water International Limited at 15 cents per share. On 20 November 2014, Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust, as bare trustees for The Harvard Group Limited, made an on-market acquisition of 14,800 (0.017%) ordinary shares in Just Water International Limited at 15 cents per share. Between 14 November 2014 and 21 November 2014, Harvard JV received acceptances under the Offer in respect of 1,356,746 (1.516%) ordinary shares in Just Water International Limited. On 21 November 2014, The Harvard Group Limited acquired the 1,356,746 (1.516%) ordinary shares in Just Water International Limited at the offer price of 15 cents per share in accordance with the terms of the Offer. On 21 November 2014, Harvard JV received further acceptances to the Offer in respect of 436,028 (0.487%) ordinary shares in Just Water International Limited. Details of relevant interests in substantial holding after relevant event Details for: The Harvard Group Limited Nature of relevant interest(s): Registered holder and beneficial owner of securities with the power to control the acquisition or disposition of ordinary shares in Just Water International Limited on the terms and subject to the limitations set out in the Joint Venture Agreement and the Offer Document for the Offer. For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: - The Harvard Group Limited as to 53,936,342 (60.279%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as to 796,310 (0.890%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as to 1,268,000 (1.417%) ordinary shares in Just Water International Limited - Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the Jeanette Trust as to 1,268,000 (1.417%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust as to 2,000,000 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust as to 2,000,000 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare trustee for Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust as to 2,000,000 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to 50,000 (0.056%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust as to 25,000 (0.028%) ordinary shares in Just Water International Limited - Various shareholders of Just Water International Limited (details unknown) as to 1,910,302 (2.135%) ordinary shares in Just Water International Limited (in aggregate) (d) registered holder(s) of securities once transfers registered: The following information is together defined for the purposes of this notice as "the Relevant Details": - The Harvard Group Limited as to 55,846,644 (62.414%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as to 796,310 (0.890%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as to 1,268,000 (1.417%) ordinary shares in Just Water International Limited - Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the Jeanette Trust as to 1,268,000 (1.417%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust as to 2,000,000 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust as to 2,000,000 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare trustee for Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust as to 2,000,000 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to 50,000 (0.056%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust as to 25,000 (0.028%) ordinary shares in Just Water International Limited Details for: Anthony Edwin Falkenstein Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the Jeanette Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the Falkenstein University of Auckland Business School Charitable Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein Onehunga Business School Charitable Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Details for: Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi Trust Nature of relevant interest(s): See Relevant Details as defined above For that relevant interest,-- (a) number held in class: 65,253,954 (b) percentage held in class: 72.928% (c) current registered holder(s) of securities: See Relevant Details as defined above (d) registered holder(s) of securities once transfers registered: Not applicable as no transfer being registered Additional information Nature of connection between substantial security holders: - The members of Harvard JV are party to the Joint Venture Agreement; - Anthony Edwin Falkenstein is: - is a director of both The Harvard Group Limited and Just Water International Limited; - a trustee of the Edwin Trust, being a 40% shareholder of The Harvard Group Limited; - a director of Yada Holdings No.1 Limited, being a 20% shareholder of The Harvard Group Limited; - the registered holder and beneficial owner of ordinary shares in Just Water International Limited in his own name; - the registered holder of ordinary shares in Just Water International Limited as trustee of the Edwin Trust; - the beneficial owner of ordinary shares in Just Water International Limited as a beneficiary of the Jeanette Trust; - the registered holder of ordinary shares in Just Water International Limited as trustee of the Falkenstein University of Auckland Business School Charitable Trust; - the registered holder of ordinary shares in Just Water International Limited as trustee of the Falkenstein Onehunga Business School Charitable Trust; - the registered holder of ordinary shares in Just Water International Limited as trustee of the Edwin Trust as bare trustee for Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business School Charitable Trust; - the registered holder of ordinary shares in Just Water International Limited as trustee of The Renate Share Trust; and - the registered holder of ordinary shares in Just Water International Limited Anthony Edwin Falkenstein as trustee of the Mairangi Trust. Address(es) of substantial security holder(s): c/o Harvard JV 3 Dudley Road Mission Bay Auckland 1071 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: Ian Donald Malcolm Declaration I, Anthony Edwin Falkenstein, 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:00257998 For:JWI Type:SSH Time:2014-11-24 09:30:47
- Forums
- NZX - By Stock
- JWI
- Ann: SSH: JWI: SSH Notice - Harvard JV
JWI
unknown
Ann: SSH: JWI: SSH Notice - Harvard JV
Featured News
Add JWI (NZSX) to my watchlist
Currently unlisted public company.
The Watchlist
AHK
ARK MINES LIMITED
Ben Emery, Executive Director
Ben Emery
Executive Director
SPONSORED BY The Market Online