Ann: SSH: EVO: SSH Notice - Geoffrey Hosking

• Release Date: 05/12/14 09:35
• Summary: SSH: EVO: SSH Notice - Geoffrey Hosking
• Price Sensitive: No
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					EVO
05/12/2014 09:35
SSH
NOT PRICE SENSITIVE
REL: 0935 HRS Evolve Education Group Limited

SSH: EVO: SSH Notice - Geoffrey Hosking

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013

Note: This form must be completed in accordance with the instructions at the
end of the form.
To NZX Limited
and
To Evolve Education Group Limited (Evolve)
Date this disclosure made: 5 December 2014
Date on which substantial holding began:5 December 2014

Substantial product holder(s) giving disclosure
Full name(s):Geoffrey Hosking

Summary of substantial holding
Class of quoted voting products: Ordinary shares in Evolve (Shares) with
security code SKO EVO
Summary for Geoffrey Hosking

For this disclosure,--
(a) total number held in class: 28,395,611
(b) total in class: 177,100,000
(c) total percentage held in class: 16.03%

Details of relevant interests
Details for Geoffrey Hosking
Nature of relevant interest(s): Geoffrey Hosking as trustee of the Mark
Finlay Investment No. 2 Trust (together with the other trustee Mark Finlay)
are the registered holders and beneficial owners of 20,138,542 Shares (the
Mark Finlay Investment No. 2 Trust Shares), and have the power to exercise a
right to vote attached to, and to dispose of, the Mark Finlay Investment No.
2 Trust Shares.  On 24 November 2014, Geoffrey Hosking and Mark Finlay as
trustees of the Mark Finlay Investment No. 2 Trust entered into a deed of
embargo with Evolve, amongst others, (the Deed of Embargo) under which
Geoffrey Hosking and Mark Finlay as trustees of the Mark Finlay Investment
No. 2 Trust agree and undertake not to sell or otherwise dispose of the Mark
Finlay Investment No. 2 Trust Shares until the 8am on the date that is 2
years after the date of completion under the Sale and Purchase Agreement of
shares in Lollipops Educare Holdings Limited entered into between Evolve and
the shareholders of Lollipops Educare Holdings Limited.  Pursuant to the
terms of the Deed of Embargo, Geoffrey Hosking as a trustee of the Mark
Finlay Investment No. 2 Trust has qualified his respective interest in the
Mark Finlay Investment No. 2 Trust Shares.
A copy of the Deed of Embargo is attached to this notice (12 pages).

For that relevant interest,--
(a) number held in class: 20,138,542
(b) percentage held in class: 11.37%
(c) current registered holder(s): Mark Finlay and Geoffrey Hosking as
trustees of the Mark Finlay Investment No. 2 Trust
(d) registered holder(s) once transfers are registered: not applicable

Nature of relevant interest(s): Geoffrey Hosking as trustee of the 111
Investment Trust (together with the other trustee Russell Thompson) are the
registered holders and beneficial owners of 8,257,069 Shares (the 111
Investment Trust Shares), and have the power to exercise a right to vote
attached to, and to dispose of, the 111 Investment Trust Shares.  On 24
November 2014, Russell Thompson and Geoffrey Hosking as trustees of the 111
Investment Trust entered into a deed of embargo with Evolve, amongst others,
(the Deed of Embargo) under which Russell Thompson and Geoffrey Hosking as
trustees of the 111 Investment Trust agree and undertake not to sell or
otherwise dispose of the 111 Investment Trust Shares until the 8am on the
date that is 2 years after the date of completion under the Sale and Purchase
Agreement of shares in Lollipops Educare Holdings Limited entered into
between Evolve and the shareholders of Lollipops Educare Holdings Limited.
Pursuant to the terms of the Deed of Embargo, Geoffrey Hosking as a trustee
of the 111 Investment Trust has qualified his respective interest in the 111
Investment Trust Shares.
A copy of the Deed of Embargo is attached to this notice (12 pages).

For that relevant interest,--
(a) number held in class: 8,257,069
(b) percentage held in class: 4.66%
(c) current registered holder(s): Russell Thompson and Geoffrey Hosking
as trustees of the 111 Investment Trust
(d) registered holder(s) once transfers are registered: not applicable

For a derivative relevant interest, also--
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative,
the nature of the relevant interest in the derivative: not applicable

Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
As an existing holder of the Mark Finlay Investment No. 2 Trust Shares and
the 111 Investment Trust Shares, Geoffrey Hosking became a substantial
security holder upon Evolve listing on the NZX Main Board, which is a
registered exchange operated by NZX Limited.

Additional information
Address(es) of substantial product holder(s): 145, Arney Road, Remuera,
Auckland
Contact details: +64 9 920 6478, [email protected]
*Nature of connection between substantial product holders: not applicable
*Omit if disclosure is made for only 1 substantial product holder.
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: Mark
Finlay as to the Mark Finlay Investment No. 2 Trust Shares and Russell
Thompson as to the 111 Investment Trust Shares.

*Disclosure has effect for purposes of directors' and senior managers'
disclosure
Not applicable
*Omit if inapplicable (see section 302 of the Financial Markets Conduct Act
2013).

Certification
I, Geoffrey Hosking, certify 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:00258551 For:EVO    Type:SSH        Time:2014-12-05 09:35:35