Ann: SSH: MET: SSH (Metlifecare Limited)

• Release Date: 07/05/12 10:57
• Summary: SSH: MET: SSH (Metlifecare Limited)
• Price Sensitive: No
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MET
07/05/2012 08:57
SSH

REL: 0857 HRS Metlifecare Limited

SSH: MET: SSH (Metlifecare Limited)

Disclosure of beginning to have substantial holding?Section 22, Securities
Markets Act 1988
To NZX Limited
And Metlifecare Limited
Date this disclosure made:  7 May 2012
Substantial security holder(s) giving disclosure
Name(s):  Metlifecare Limited
Contact details:  Roger Wallis, Chapman Tripp, (09) 357 9000,
[email protected]
Date on which substantial security holder(s) began to have substantial
holding: 5 May 2012
Summary of substantial holding to which disclosure relates
Class of listed voting securities:  Ordinary shares (MET)
Summary for Metlifecare Limited
For this disclosure,--
(a) total number held in class:  50,440,323
(b) total in class:  144,115,209
(c) total percentage held in class: 35%
Details of relevant interests currently in substantial holding
Details for Metlifecare Limited
Nature of relevant interest(s):  Power to control sale of listed voting
securities held by Retirement Villages New Zealand Limited (RVNZ) arising out
of Undertaking provided by RVNZ in the context of the merger of Metlifecare
Limited (MET) with Vision Senior Living Limited and Private Lifecare Holdings
Limited.
A copy of the Undertaking provided by RVNZ (1 page) is attached.
For that relevant interest,--
(a) number held in class:  50,440,323
(b) percentage held in class:  35%
(c) current registered holder(s) of securities:  Retirement Villages New
Zealand Limited
(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:
In summary, RVNZ has agreed that it, any and all of its nominees or related
companies (of RVNZ) (together RVG Group) will not, sell, transfer or
otherwise dispose of any shares in MET (including MET shares to be issued to
RVNZ under the merger) at any time from 5 May 2012 until the date that is 12
months after settlement of the merger (scheduled for 2 July 2012), to the
extent that this would reduce RVG Group's overall shareholding in MET below
35%.
RVNZ has also agreed with MET and the current shareholders of Vision Senior
Living Limited that it will agree a process to sell down part of its
shareholding in MET in a manner designed to minimise any negative pricing
effect on MET's share price and liquidity.  MET has agreed that it will, in
accordance with the agreed process, reasonably assist RVNZ in selling down
its shareholding in MET to the extent agreed (which it is understood would
involve the sale of approximately 16,500,000 shares in MET). A copy of the
Undertaking provided by RVNZ (1 page) is attached.
Additional information
Nature of connection between substantial security holders:  N/A
Address(es) of substantial security holder(s): Level 2, Metlifecare House,
302 Great South Road, Auckland 1051, 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:  Retirement Villages New Zealand Limited, Arrow
International Group Limited, Goldman Sachs Australia Private Equity (A Units)
Pty Ltd as trustee for the Goldman Sachs Trans-Tasman Private Equity Fund 07
Trust D, TTPE 07 No. 2 Limited, and Special Managed Investment Company No. 90
Limited.
Declaration
I, Roger Wallis, solicitor to MET, 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:00222598 For:MET    Type:SSH        Time:2012-05-07 08:57:02