Ann: SSH: MET: SSH - Metlifecare Limited

• Release Date: 21/05/12 11:49
• Summary: SSH: MET: SSH - Metlifecare Limited
• Price Sensitive: No
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MET
21/05/2012 09:49
SSH

REL: 0949 HRS Metlifecare Limited

SSH: MET: SSH - Metlifecare Limited

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:  Movement of 1% or more in substantial
holding
Date of relevant event:  20 May 2012
To NZX Limited
And Metlifecare Limited
Date this disclosure made:  21 May 2012
Date last 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]
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: 72,163,043
(b) total in class: 144,115,209
(c) total percentage held in class: 50.073%
For last disclosure,--
(a) total number held in class:  50,440,323
(b) total in class:  144,115,209
(c) total percentage held in class: 35.000%
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:
On 7 May 2012 MET disclosed a relevant interest arising from control over
shares held by Retirement Villages New Zealand Limited (RVNZ) arising out of
an Undertaking provided by RVNZ in the context of the merger of Metlifecare
Limited (MET) with Vision Senior Living Limited and Private Lifecare Holdings
Limited.
MET has agreed to some variations to the proposed merger terms and RVNZ has
provided a replacement undertaking.  As a consequence, the number of shares
in respect of which MET has a relevant interest has changed.  At the date of
this notice the relevant interest relates to the entire RVNZ holding,
although the relevant interest will reduce after completion of the merger
allotments, the RVNZ sell-down and an intended issue of at least $10m new
share capital by MET to third party investors to repay MET debt.
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 20 May 2012 until the date that is 16
months after settlement of the merger (scheduled for 2 July 2012), except to
the extent of a sell-down (intended to be effected through a documented
offering to retail investors) of 16.5m to 22.5m shares in MET and provided
that the restriction will not apply in certain circumstances specified in the
undertaking.
A copy of the replacement undertaking provided by RVNZ (3 pages) is attached.

Details of relevant interests in substantial holding after relevant event
Details for Metlifecare Limited
Power to control sale of listed voting securities held by RVNZ arising out of
replacement undertaking provided by RVNZ in the context of the merger of MET
with Vision Senior Living Limited and Private Lifecare Holdings Limited.
A copy of the replacement undertaking provided by RVNZ (3 pages) is attached.

For that relevant interest,--
(a) number held in class:  72,163,043
(b) percentage held in class:  50.073%
(c) current registered holder(s) of securities:  Retirement Villages New
Zealand Limited
(d) registered holder(s) of securities once transfers registered:  N/A
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, Special Managed Investment Company No. 90
Limited, and Goldman Sachs New Zealand Limited
Declaration
I, Roger Wallis, solicitor for Metlifecare, 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:00223052 For:MET    Type:SSH        Time:2012-05-21 09:49:57