Ann: SSH: MET: SSH (GSAPE, TTPE,SMIC90)

• Release Date: 07/05/12 11:18
• Summary: SSH: MET: SSH (GSAPE, TTPE,SMIC90)
• Price Sensitive: No
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MET
07/05/2012 09:18
SSH

REL: 0918 HRS Metlifecare Limited

SSH: MET: SSH (GSAPE, TTPE,SMIC90)

Form 1
Disclosure of beginning to have substantial holding Section 22, Securities
Markets Act 1988
To the New Zealand Stock Exchange And Metlifecare Limited (MET)
Date this disclosure made: 7 May 2012
Substantial security holders giving disclosure
Names:
Goldman Sachs Australia Private Equity (A Units) Pty Ltd as trustee for the
Goldman Sachs Trans-Tasman Private Equity Fund 07 Trust D (GSAPE)
TTPE 07 No. 2 Limited (TTPE)
Special Managed Investment Company No. 90 Limited (SMIC 90) Garth Sinclair |
+64 9 9704414 | [email protected]
Contact details:
Date on which substantial security holders began to have substantial holding:
5 May 2012
Summary of substantial holding to which disclosure relates Class of listed
voting securities: Ordinary shares in MET
Summary for GSAPE For this disclosure,--
(a) total number held in class:
(b) total in class:
(c) total percentage held in class:
Summary for TTPE For this disclosure,--
(a) total number held in class:
(b) total in class:
(c) total percentage held in class:
Summary for SMIC 90 For this disclosure,--
(a) total number held in class:
(b) total in class:
50,440,323 144,115,200 35%
50,440,323 144,115,200 35%
50,440,323 144,115,200
1
(c) total percentage held in class: 35%
Details of relevant interests currently in substantial holding
Details for GSAPE
Nature of relevant interest: Relevant Interest arising under section 5B(1)(e)
of the Securities Markets Act 1988 from Retirement Villages New Zealand
Limited agreeing: (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 (as defined
below) 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 (PLC Agreement) on the same date as the Undertaking
(as defined below), to the extent that this would reduce its overall
shareholding in MET below 35%; and (2) that it will agree with MET and the
current shareholders of Vision Senior Living Limited (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 Relevant
Interest arises under an undertaking entered into between Retirement Villages
New Zealand Limited, Retirement Village Investments Limited and MET (and in
respect of which the VSL Vendors have a right of enforcement) (Undertaking).
The Undertaking, being a "relevant agreement", is attached. For that relevant
interest,-
?(a) number held in class:
(b) percentage held in class:
(c) current registered holder of securities:
50,440,323
35%
Retirement Villages New Zealand Limited
(d) registered holder of securities once transfers registered: Not applicable

Details for TTPE
Nature of relevant interest: Relevant Interest arising under section 5B(1)(e)
of the Securities Markets Act 1988 from Retirement Villages New Zealand
Limited agreeing: (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 the PLC Agreement, 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 Relevant Interest
arises under the Undertaking (in respect of which the VSL Vendors have a
right of enforcement).
The Undertaking, being a "relevant agreement", is attached. For that relevant
interest,-
?(a) number held in class:
(b) percentage held in class:
(c) current registered holder of securities:
50,440,323
35%
Retirement Villages New Zealand Limited
(d) registered holder of securities once transfers registered: Not applicable

2
Details for SMIC 90
Nature of relevant interest: Relevant Interest arising under section 5B(1)(e)
of the Securities Markets Act 1988 from Retirement Villages New Zealand
Limited agreeing: (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 the PLC Agreement, 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 Relevant Interest
arises under the Undertaking (in respect of which the VSL Vendors have a
right of enforcement).
The Undertaking, being a "relevant agreement", is attached. For that relevant
interest,-
?(a) number held in class:
(b) percentage held in class:
(c) current registered holder of securities:
50,440,323
35%
Retirement Villages New Zealand Limited
(d) registered holder of securities once transfers registered: Not applicable

Details of the transactions or 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: The entry into of the Undertaking, as discussed
above.
Additional information
Nature of connection between substantial security holders: GSAPE, TTPE and
SMIC 90 are connected in the manner set out in section 5B(1) of the
Securities Markets Act 1988 in relation to the Undertaking being entered
into.
Address of substantial security holders: Level 48, Governor Phillip Tower, 1
Farrer Place, Sydney NSW 2000, Australia
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: MET, Retirement Villages New Zealand Limited and
Arrow International Group Limited
Declaration
I, Garth Sinclair, solicitor to GSAPE, TTPE and SMIC 90, 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:00222602 For:MET    Type:SSH        Time:2012-05-07 09:18:14