MET
07/05/2012 09:04
SSH
REL: 0904 HRS Metlifecare Limited
SSH: MET: SSH (Retirement Villages New Zealand Limited)
Securities Markets (Substantial Security Holders) Regulations 2007
FORM 2
(Sections 23 and 24, Securities Markets Act 1988)
DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN
NATURE OF RELEVANT INTEREST OR BOTH
(Note: This form must be completed in accordance with the instructions at the
end of the form.) Relevant event being disclosed: Disclosure of change in
nature of relevant interest
Date of relevant event: 5 May 2012
TO: NZX Limited
AND: Metlifecare Limited (MET)
Date this disclosure made: 7 May 2012
Date last disclosure made 10 November 2011
Substantial security holder(s) giving disclosure
Name(s): Retirement Villages New Zealand Limited
Contact details: Retirement Villages New Zealand Limited c/-
Graeme Quigley, Russell McVeagh Level 30, 48 Shortland Street,
Auckland Tel: 09 367 8271
Email: [email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Summary for:
For this disclosure:
(a) total number held in class:
(b) total in class:
(c) total percentage held in class:
For last disclosure:
(a) total number held in class:
(b) total in class:
(c) total percentage held in class:
Ordinary Shares
Retirement Villages New Zealand Limited
72,163,043 144,115,209 50.073%
72,163,043 141,496,161 51.00%
2409288 v1
Details of transaction and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Pursuant to an undertaking (Undertaking) entered into between Retirement
Villages New Zealand Limited, Retirement Village Investments Limited and MET,
which includes certain undertakings in favour of the current shareholders of
Vision Senior Living Limited (VSL Vendors), Retirement Villages New Zealand
Limited has agreed: (1) that it will not, and that it will procure that its
nominees and related companies will not, sell, transfer or otherwise dispose
of any shares in MET at any time from the date of the Undertaking until the
date that is 12 months after settlement of an agreement entered into by
Retirement Villages New Zealand Limited, Retirement Village Investments
Limited and MET in relation to the sale of Private Life Care Holdings Limited
to MET on the same date as the Undertaking, to the extent that this would
reduce its overall shareholding in MET below 35%; and (2) that it will agree
with MET and the VSL Vendors 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.
This qualifies the beneficial interest of Retirement Village Investments
Limited in restricting its ability to dispose of its shares in MET.
Details of relevant interests in substantial holding after relevant event
Details for:
Nature of relevant interest(s):
For that relevant interest:15
(a) number held in class:
(b) percentage held in class:
(c) current registered holder(s) of securities:
(d) registered holder(s) of securities once transfers registered:
Retirement Villages New Zealand Limited
Registered holder and beneficial owner of securities, subject to Undertaking
described above. The Undertaking, being a "relevant agreement", is attached
72,163,043
50.073%
No change since last disclosure.
No change.
End CA:00222601 For:MET Type:SSH Time:2012-05-07 09:04:49
