MET
23/07/2012 13:20
SSH
REL: 1320 HRS Metlifecare Limited
SSH: MET: SSH (Goldman Sachs NZ)
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 movement of 1% or more in
substantial holding and change in nature of relevant interest
Date of relevant event: 23 July 2012
To the New Zealand Stock Exchange And Metlifecare Limited (MET)
Date this disclosure made: 23 July 2012 Date last disclosure made: 21 May
2012
Substantial security holders giving disclosure
Names:
Contact details:
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) Goldman Sachs New
Zealand Limited (Goldman Sachs NZ)
Garth Sinclair | +64 9 970 4414 | [email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities:
Summary for GSAPE 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:
Summary for TTPE For this disclosure,--
(a) total number held in class:
(b) total in class:
Ordinary shares in MET
9,875,601 183,677,115 5.377%
72,197,344 144,115,209 50.097%
9,875,601 183,677,115
64004855.3
(c) total percentage held in class:
5.377%
For last 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:
(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:
Summary for Goldman Sachs NZ 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:
72,197,344 144,115,209 50.097%
9,875,601 183,677,115 5.377%
72,197,344 144,115,209 50.097%
9,875,601 183,677,115 5.377%
72,197,344 144,115,209 50.097%
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:
GSAPE, TTPE, SMIC 90, Perpetual Nominees Limited (Perpetual) and Arrow
International Group Limited (Arrow) (together, the VSL Vendors) are parties
to a merger agreement with MET dated 5 May 2012 (as amended on 20 May 2012
and 20 June 2012) in relation to the sale of all of the shares in Vision
Senior Living Limited (Vision Merger Agreement).
On 23 July 2012, settlement occurred under the Vision Merger Agreement and
accordingly, MET issued 9,831,906 fully paid ordinary shares in MET to the
VSL Vendors as follows:
(a) 3,136,569 MET shares to Arrow;
(b) 2,378,188 MET shares to Perpetual as custodian for GSAPE;
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(c) 2,346,671 MET shares to Perpetual as custodian for TTPE; and
(d) 1,970,478 MET shares to SMIC 90.
These MET shares are subject to an undertaking given by the VSL Vendors on 5
May 2012 (as amended on 20 May 2012) (VSL Vendors Undertaking), under which
each VSL Vendor undertakes that 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 issued to it or its nominee as
consideration under clause 3 of the Vision Merger Agreement within 16 months
of settlement under the Vision Merger Agreement (i.e. before 23 November
2013), 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 the VSL
Vendor 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).
The VSL Vendors Undertaking, being a "relevant agreement", is attached (8
pages).
Also on 23 July 2012, settlement occurred under a merger agreement between
Retirement Villages New Zealand Limited (RVNZ), Retirement Village
Investments Limited and MET dated 5 May 2012 (as amended on 20 May 2012 and
20 June 2012) (PLC Merger Agreement), pursuant to which MET issued:
(a) 22,500,000 fully paid ordinary shares to various investors and allotted
in the name of New Zealand Central Securities Depository Limited, to complete
the RVNZ sell-down contemplated by the undertaking dated 20 May 2012
accompanying the PLC Merger Agreement; and
(b) 7,230,000 fully paid ordinary shares to RVNZ.
As a result of all of the above transactions, the relevant interests of
GSAPE, TTPE and SMIC 90 in MET have decreased by more than 1%.
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: GSAPE (as to 2,378,188)
TTPE (as to 2,346,671) SMIC 90 (as to 1,970,478)
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GSAPE
Beneficial owner (as to 2,378,188 MET shares)
Relevant interest arising under section 5B(1)(e) of the Act from the VSL
Vendors Undertaking (as to 9,831,906 MET shares)
GSAPE is also a related body corporate of Goldman Sachs NZ, which has a
registered holding of 43,695 MET shares.
9,875,601 5.377%
Goldman Sachs NZ (as to 43,695)
Arrow (as to 3,136,569)
(d) registered holder of securities once transfers registered: Not applicable
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: TTPE (as to 2,346,671)
GSAPE (as to 2,378,188)
SMIC 90 (as to 1,970,478) Goldman Sachs NZ (as to 43,695) Arrow (as to
3,136,569)
(d) registered holder of securities once transfers registered: Not applicable
TTPE
Beneficial owner (as to 2,346,671 MET shares)
Relevant interest arising under section 5B(1)(e) of the Act from the VSL
Vendors Undertaking (as to 9,831,906 MET shares)
TTPE is also a related body corporate of Goldman Sachs NZ, which has a
registered holding of 43,695 MET shares.
9,875,601 5.377%
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: SMIC 90 (as to 1,970,478)
GSAPE (as to 2,378,188)
TTPE (as to 2,346,671)
Goldman Sachs NZ (as to 43,695) Arrow (as to 3,136,569)
(d) registered holder of securities once transfers registered: Not applicable
Details for: Goldman Sachs NZ 64004855.3
SMIC 90
Registered holder and beneficial owner (as to 1,970,478 MET shares)
Relevant interest arising under section 5B(1)(e) of the Act from the VSL
Vendors Undertaking (as to 9,831,906 MET shares)
SMIC 90 is also a related body corporate of Goldman Sachs NZ, which has a
registered holding of 43,695 MET shares.
9,875,601 5.377%
Nature of relevant interest:
For that relevant interest,--
(a) number held in class:
(b) percentage held in class:
(c) current registered holder of securities: Goldman Sachs NZ (as to 43,695)
GSAPE (as to 2,378,188) TTPE (as to 2,346,671) SMIC 90 (as to 1,970,478)
Arrow (as to 3,136,569)
(d) registered holder of securities once transfers registered: Not applicable
Additional information
Nature of connection between substantial security holders: GSAPE, TTPE, SMIC
90 and Arrow are connected in the manner set out in section 5B(1) of the Act
in relation to the VSL Vendors Undertaking.
Goldman Sachs NZ is a wholly owned subsidiary of Goldman Sachs Australia
International Pty Ltd, which also owns GSAPE, TTPE and SMIC 90.
Address of substantial security holder:
For GSAPE and SMIC 90: Level 48, Governor Phillip Tower, 1 Farrer Place,
Sydney NSW 2000, Australia
For TTPE and Goldman Sachs NZ: Level 38, Vero Centre, 48 Shortland Street,
Auckland 1010
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, RVNZ Investments Limited, FKP Limited,
Macquarie Capital International Holdings Pty Limited, Macquarie Group Limited
and Arrow
Declaration
I, Garth Sinclair, solicitor to GSAPE, TTPE, SMIC 90 and Goldman Sachs NZ,
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.
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
Goldman Sachs being a related body corporate of each of GSAPE, TTPE and SMIC
90, together with a registered holding itself of 43,695 MET shares.
9,875,601 5.377%
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End CA:00225186 For:MET Type:SSH Time:2012-07-23 13:20:51
