Ann: SSH: DIL: SSH Notice - (Kenneth Carroll)

• Release Date: 25/01/13 16:09
• Summary: SSH: DIL: SSH Notice - (Kenneth Carroll)
• Price Sensitive: No
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DIL
25/01/2013 14:09
SSH

REL: 1409 HRS Diligent Board Member Services INC (NS)

SSH: DIL: SSH Notice - (Kenneth Carroll)

Disclosure of ceasing to have substantial holding
Section 25, Securities Markets Act 1988

To: NZX Limited
And: Diligent Board Member Services, Inc ("DIL")
Date this disclosure made: 25 January 2013 (second of two disclosures)
Date last disclosure made: 25 January 2013 (first of two disclosures)

Substantial security holder(s) giving disclosure

Name(s): Kenneth Carroll
Contact details: [email protected], +1 201 819 5399
Date on which substantial security holder(s) ceased to have substantial
holding: 17 January 2013

Summary of previous substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares
Summary for Kenneth Carroll

For last disclosure,--

(a) total number held in class: 4,468,014
(b) total in class: 83,186,155
(c) total percentage held in class: 5.371%

For current holding after ceasing to have substantial holding:

(a) total number held in class: 4,160,510
(b) total in class: 83,586,155
(c) total percentage held in class: 4.978%

Details of transactions and events giving rise to person ceasing to have
substantial holding

Details of the transactions or other events requiring disclosure under the
instructions to this form:
On 21 December 2012, Kenneth Carroll transferred one million ordinary shares
(of which he was the registered holder) to the Elizabeth Carroll 2012
Descendants Trust for zero consideration.  Kenneth Carroll is the sole
trustee of the Elizabeth Carroll 2012 Descendants Trust.  Kenneth Carroll is
not a beneficiary under that trust.
Following that transfer, Kenneth Carroll had a relevant interest in 4,468,014
ordinary shares (comprising 5.345% of the total ordinary shares).  That
interest comprised a relevant interest in 1,000,000 ordinary shares as
register holder (as trustee of the Elizabeth Carroll 2012 Descendants Trust)
and a relevant interest in 3,468,014 ordinary shares as majority member of
Carroll Capital Holdings, LLC ("CCH") (the registered holder and beneficial
owner of those shares).
Between 24 December 2012 and 17 January 2013, CCH sold 307,504 ordinary
shares on-market for a total consideration of NZ$1,695,488.  Kenneth Carroll
ceased to be a substantial security holder in DIL on 17 January 2013.
Since Kenneth Carroll ceased to be a substantial security holder in DIL on 17
January 2013, CCH's holding in DIL has further decreased through additional
on-market sales.  Kenneth Carroll now has a relevant interest in 4,016,122
ordinary shares (comprising 4.805% of the total ordinary shares).  That
interest comprised a relevant interest in 1,000,000 ordinary shares as
register holder (as trustee of the Elizabeth Carroll 2012 Descendants Trust)
and a relevant interest in 3,016,122 ordinary shares as majority member of
CCH (the registered holder and beneficial owner of those shares).

Additional information

Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): 97 Long Pond Road, Hewitt, NJ
07421, United States of America
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: N/A

Declaration

I, Kenneth Carroll, 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:00232342 For:DIL    Type:SSH        Time:2013-01-25 14:09:36