SML
23/07/2013 12:27
SSH
REL: 1227 HRS Synlait Milk Limited (NS)
SSH: SML: SSH - Mitsui & Co. Ltd
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Synlait Milk Limited (SML)
Date this disclosure made: 23 July 2013
Substantial security holder(s) giving disclosure
Name(s): Mitsui & Co., Ltd (Mitsui Co)
Contact details: Hiroshi Fujii, Dairy Products Department, Food & Beverage
Materials Division, Mitsui & Co., Ltd, 2-1,Ohtemachi 1-Chome,
Chiyodaku,Tokyo. Post code 100-0004, +81-3-3285-5903.
Date on which substantial security holder(s) began to have substantial
holding: 23 July 2013
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for Mitsui Co
For this disclosure,--
(a) total number held in class: 12,288,887
(b) total in class: 146,341,197
(c) total percentage held in class: 8.397%
Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
On the morning of 23 July 2013, by way of an in-specie distribution approved
by the board of Synlait Limited (and approved as a major transaction by its
shareholders), Synlait Limited distributed 7,373,331 ordinary shares in SML
to Mitsui Co and 4,915,556 ordinary shares in SML to Mitsui & Co. (Australia)
Limited (a wholly owned subsidiary of Mitsui Co) (the Distribution).
Immediately following the Distribution, SML was listed on the NZX Main Board,
making SML a "public issuer" for the purposes of the Securities Markets Act
1988 (the Act) and resulting in Mitsui Co's existing shareholding being
deemed to be a "substantial holding" that requires disclosure under the Act.
Pursuant to an escrow deed dated 21 June 2013 (the Escrow Deed), Mitsui Co
and Mitsui & Co. (Australia) Limited, cannot, subject to certain exceptions
noted, sell, transfer or otherwise dispose of shares in SML until at least
the first day after the date on which SML releases to NZX its preliminary
announcement of its financial results for FY2014 (being the end of the
prospective financial information period).
Details of relevant interests in substantial holding after relevant event
Details for: Mitsui Co
Nature of relevant interest(s): registered holder and beneficial owner. The
Escrow Deed is attached to this notice (13 pages).
For that relevant interest,--
(a) number held in class: 7,373,331
(b) percentage held in class: 5.038%
(c) current registered holder(s) of securities: Not applicable.
(d) registered holder(s) of securities once transfers registered: Not
applicable.
Nature of relevant interest(s): Mitsui Co is the parent company of Mitsui &
Co. (Australia) Limited. Mitsui & Co. (Australia) Limited is a shareholder
in SML.
For that relevant interest,--
(a) number held in class: 4,915,556
(b) percentage held in class: 3.359%
(c) current registered holder(s) of securities: Not applicable.
(d) registered holder(s) of securities once transfers registered: Not
applicable.
Additional information
Nature of connection between substantial security holders: Not applicable.
Address(es) of substantial security holder(s): Mitsui & Co., Ltd,
2-1,Ohtemachi 1-Chome, Chiyodaku,Tokyo. Post code 100-0004, +81-3-3285-5903
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: SML.
Declaration
I, Hiroshi Fujii, 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.
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End CA:00238875 For:SML Type:SSH Time:2013-07-23 12:27:49
