MET
21/05/2012 09:27
SSH
REL: 0927 HRS Metlifecare Limited
SSH: MET: SSH (Arrow)
Form 2
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: Disclosure of change in nature of Relevant
Interest Date of relevant event: 20 May 2012
To the New Zealand Stock Exchange
And Metlifecare Limited (MET)
Date this disclosure made: 21 May 2012 Date last disclosure made: 8 May 2012
Substantial security holder giving disclosure
Names: Arrow International Group Limited (Arrow)
Contact details: Garth Sinclair | +64 9 970 4414 |
[email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities:
Summary for Arrow 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 in MET
72,163,043 144,115,209 50.073%
50,466,323 144,115,209 35.018%
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: Entry into an amended undertaking between
Retirement Villages Investments Limited (RVI), Retirement Villages New
Zealand Limited (RVNZ) and MET on 20 May 2012 (Amended Undertaking) pursuant
to which RVNZ undertakes that: (1) 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 (up to a maximum of 22,500,000 shares)
in a manner designed to minimise any negative pricing effect on MET's stock,
and magnify the positive effect on MET's share price and liquidity; and (2)
it will not, and that it will procure that any and all of its nominees or its
related companies do not, sell, transfer or otherwise dispose of any shares
in MET (including the shares in
64004431.2
MET issued to RVNZ as consideration for MET's acquisition of shares in
Private Life Care Holdings Limited) at any time from the date of the Amended
Undertaking until the date that is 16 months after settlement of the
agreement entered into by RVI, RVNZ and MET in relation to the sale of
Private Life Care Holdings Limited to MET, as amended on the date of the
Amended Undertaking (provided that this restriction shall cease to apply with
immediate effect if (a) any scheme of arrangement, amalgamation or other
corporate reorganisation that relates to MET becomes unconditional or it
otherwise becomes clear that such scheme of arrangement, amalgamation or
other corporate reorganisation will proceed; (b) a full or partial takeover
offer is under the Takeovers Code and RVNZ has first agreed to accept the
offer to the maximum extent permitted by the Takeovers Code; or (c) an
acquisition or allotment of shares in MET is approved by an ordinary
resolution of shareholders of MET in accordance with rule 7(c) or 7(d) (as
the case may be) of the Takeovers Code). As at the date of this Notice, the
sell down process referred to in Amended Undertaking (1) above has not been
agreed upon by RVNZ, MET and the VSL Vendors and accordingly, the relevant
interest arising pursuant to the Amended Undertaking is currently in respect
of RVNZ's entire shareholding in MET.
The VSL Vendors have a right of enforcement in relation to the Amended
Undertaking. The Amended Undertaking, being a "relevant agreement", is
attached (3 pages).
Details of relevant interests in substantial holding after relevant event
Details for:
Nature of relevant interest:
For that relevant interest,--
(a) number held in class:
(b) percentage held in class:
(c) current registered holder of securities: RVNZ
(d) registered holder of securities once transfers registered: Not applicable
Additional information
Nature of connection between substantial security holders: Not applicable
Address of substantial security holder: 1 Broadway, Newmarket, Auckland 1023
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, RVNZ, Goldman Sachs Australia Private Equity (A
Units) Pty Limited 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, Garth Sinclair, solicitor to Arrow, 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.
64004431.2
Arrow
Relevant Interest arising under section 5B(1)(e) of the Securities Markets
Act 1988 (the Act) from RVNZ's agreement to the matters set out in the
Amended Undertaking.
72,163,043 50.073%
Definitions
RVNZ UNDERTAKING
1. All capitalised terms used in this undertaking are as defined in the PLC
Merger Agreement between the Vendor, the Purchaser and the Guarantor, dated 5
May 2012, as amended (the Agreement).
RVG Group Sell-Down and MET share placement
2. The Guarantor will agree with the Purchaser and VSL Vendors a process to
sell down part of its shareholding in the Purchaser, which may include part
of the MET Shares it is entitled to be issued as Consideration for the Shares
under clause 3 of the Agreement (up to a maximum of 22,500,000 shares) in a
manner designed to minimise any negative pricing effect on the Purchaser's
stock, and magnify the positive effect on the Purchaser's share price and
liquidity. In addition, the Purchaser will contemporaneously with the
proposed sell down offer for issue at least $10,000,000 of additional share
capital to third party investors. Specifically, the parties expect a
documented offering to allow the offer to be made to retail investors and the
consequential improvement and diversification of the MET register. Upon such
process being agreed, the Purchaser will, in accordance with the agreed
process, reasonably assist the Guarantor in selling down its shareholding in
the Purchaser to the extent agreed (which it is understood would involve the
sale of between 16,500,000 and 22,500,000 shares in the Purchaser) (the RVG
Sell-Down). The Parties acknowledge and agree that this clause 2 is intended
to confer a benefit upon, and is enforceable at the suit of, the VSL Vendors
for the purposes of the Contracts (Privity) Act 1982.
Restriction on MET Shares
3. The Guarantor must not itself, and must procure that any and all of its
nominees or related companies (of the Guarantor) (together RVG Group) do not,
sell, transfer or otherwise dispose of any shares in the Purchaser (including
the MET Shares issued to the Guarantor as Consideration for the Shares under
clause 3 of the Agreement) at any time from the date of this undertaking
until the date that is 16 months after Settlement, except pursuant to clause
2 above, provided that the restriction contained in this clause 3 shall cease
to apply with immediate effect if (1) any scheme of arrangement, amalgamation
or other corporate reorganisation that relates to the Purchaser becomes
unconditional or it otherwise becomes clear that such scheme of arrangement,
amalgamation or other corporate reorganisation will proceed, (2) a full or
partial takeover offer is made under the Takeovers Code and the Guarantor has
first agreed to accept the offer to the maximum extent permitted by the
Takeovers Code, or (3) an acquisition or allotment of shares in MET is
approved by an ordinary resolution of shareholders of MET in accordance with
rule 7(c) or 7(d) (as the case may be) of the Takeovers Code.
100002193/2294964.1 1
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End CA:00223051 For:MET Type:SSH Time:2012-05-21 09:27:20
