Ann: SSH: MET: SSH (Metlifecare Limited)

• Release Date: 23/07/12 14:57
• Summary: SSH: MET: SSH (Metlifecare Limited)
• Price Sensitive: No
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MET
23/07/2012 12:57
SSH

REL: 1257 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 and change in nature of relevant interest
Date of relevant event:  23 July 2012
To NZX Limited
And Metlifecare Limited
Date this disclosure made:  23 July 2012
Date last disclosure made:  21 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: 89,224,949
(b) total in class: 183,677,115
(c) total percentage held in class: 48.577%
For last 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%
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 (VSL) and Private Life Care
Holdings Limited (PLC).
On 21 May 2012, MET disclosed that it had agreed to some variations to the
proposed merger terms and that RVNZ had provided a replacement undertaking.
In summary, RVNZ had agreed that it, any and all of its nominees or related
companies (of RVNZ) (together RVG Group) would 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, 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 did not
apply in certain circumstances specified in the undertaking.
On 23 July 2012, the merger and RVNZ sell down of 22.5m shares in MET
settled.  As a result, RVNZ has a total of 79,393,043 MET shares which are
subject to the restrictions described above until 23 November 2013 (being the
date 16 months after the merger settlement date, subject to the exceptions in
the undertaking).
In addition, on 20 May 2012, the vendors of VSL (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) agreed
that they would not sell, transfer or otherwise dispose of any shares in MET
until 23 November 2013 (being the date 16 months after the merger settlement
date, subject to the exceptions in the undertaking).  On 23 July 2012, the
VSL vendors were issued 9,831,906 MET shares as consideration under the
merger and these shares became subject to the relevant restrictions described
above.
Details of relevant interests in substantial holding after relevant event
Details for Metlifecare Limited
Nature of relevant interest:
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 VSL and PLC.
A copy of the replacement undertaking provided by RVNZ (3 pages) was filed
with the 21 May 2012 disclosure and another copy is filed with this notice.
For that relevant interest,--
(a) number held in class:  79,393,043
(b) percentage held in class:  43.224%
(c) current registered holder(s) of securities:  Retirement Villages New
Zealand Limited
(d) registered holder(s) of securities once transfers registered:  N/A
Nature of relevant interest:
Power to control sale of listed voting securities held by VSL vendors (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) arising out of undertaking provided by the VSL vendors in the
context of the merger of MET with VSL and PLC.
A copy of the VSL shareholder undertaking (8 pages) is filed with this
notice.
For that relevant interest,--
(a) number held in class:  9,831,906
(b) percentage held in class:  5.353%
(c) current registered holder(s) of securities:  Arrow International
Group Limited (3,136,569 shares), Perpetual Nominees Limited as custodian for
Goldman Sachs Australia Private Equity (A Units) Pty Ltd as trustee for the
Goldman Sachs Trans-Tasman Private Equity Fund 07 Trust D (2,378,188 shares),
Perpetual Nominees Limited as custodian for TTPE 07 No. 2 Limited (2,346,671
shares) and Special Managed Investment Company No. 90 Limited (1,970,478
shares)
(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, RVNZ
Investments Limited, FKP Limited, Macquarie Capital International Holdings
Pty Limited, Macquarie Group 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:00225181 For:MET    Type:SSH        Time:2012-07-23 12:57:48