ZEL
19/08/2013 13:27
SSH
REL: 1327 HRS Z Energy Limited
SSH: ZEL: SSH Notice - Infratil, NZSF Aotea & Z Energy Holdings
DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
To: NZX Limited ("NZX")
And: Z Energy Limited ("Z Energy")
Date this disclosure made: 19 August 2013
Substantial security holders giving disclosure
Name:
Z Energy Holdings Limited
Contact details: Jason Boyes
Tel: 04 473 2399
Email: [email protected]
Date on which the substantial
security holder began to have
substantial holding: 19 August 2013
Name:
NZSF Aotea Limited as manager and administrator of the New Zealand
Superannuation Fund being property of Her Majesty the Queen in right of New
Zealand and managed by the Guardians of New Zealand Superannuation
Contact details: David Sara
Tel: 09 373 8969
Email: [email protected]
Date on which the substantial
security holder began to have
substantial holding:
19 August 2013
Name:
Infratil Limited
Contact details: Jason Boyes
Tel: 04 473 2399
Email: [email protected]
Date on which the substantial
security holder began to have
substantial holding:
19 August 2013
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares (Z Energy)
Summary for: Z Energy Holdings Limited
For this disclosure,--
(a) total number held in class: 5,000,000
(b) total in class: 5,000,000
(c) total percentage held in class: 100%
Summary for: NZSF Aotea Limited
For this disclosure,--
(a) total number held in class: 5,000,000
(b) total in class: 5,000,000
(c) total percentage held in class: 100%
Summary for: Infratil Limited
For this disclosure,--
(a) total number held in class: 5,000,000
(b) total in class: 5,000,000
(c) total percentage held in class: 100%
Details of relevant interests currently in substantial holding
Name:
Z Energy Holdings Limited
Nature of relevant interest: Z Energy Holdings Limited ("ZEHL") is the
registered and beneficial holder of all of the shares in Z Energy ("Z Energy
Shares"). Further, ZEHL has the right to sell up to 60% of the shares in Z
Energy to successful applicants under the Z Energy initial public offering
("IPO"). Following a share split and the share sales, issue and allotments
described in the registered prospectus relating to the IPO ("Prospectus"), Z
Energy will have a total of 400,000,000 shares on issue. The allotment of
the Z Energy Shares is scheduled to occur on 21 August 2013, subject to the
satisfaction of certain conditions.
For that relevant interest,--
(a) number held in class: 5,000,000
(b) percentage held in class: 100%
(c) current registered holder of securities: Z Energy Holdings Limited
(d) registered holder of securities once
transfers registered: Z Energy Holdings Limited
Name:
NZSF Aotea Limited
Nature of relevant interest: NZSF Aotea Limited ("NZSFA") holds (in its
capacity as manager and administrator of a part of the New Zealand
Superannuation Fund) 50% of the shares in Aotea Energy Holdings Limited
("AEHL"). Infratil Limited ("Infratil"), through its wholly own subsidiary
Infratil Gas Limited ("Infratil Gas"), holds the other 50% of the shares in
AEHL. AEHL, through its wholly-owned subsidiaries, controls all of the
shares in ZEHL.
As referred to on page 84 of the Prospectus, NZSFA and Infratil Gas are
(among others) parties to a shareholders' agreement that governs the
relationship between those parties in respect of their joint interests in Z
Energy held by ZEHL ("Shareholders' Agreement"). Under the terms of the
Shareholders' Agreement, NZSFA and Infratil (via Infratil Gas) have the power
(jointly) to control the exercise of a right to vote attached to the ordinary
shares in Z Energy which are held by ZEHL.
A copy of the Shareholders' Agreement (which comprises 38 pages) is attached
to this disclosure notice.
For that relevant interest,--
(a) number held in class: 5,000,000
(b) percentage held in class: 100%
(c) current registered holder of securities: Z Energy Holdings Limited
(d) registered holder of securities once
transfers registered: Z Energy Holdings Limited
Name:
Infratil Limited
Nature of relevant interest: As the holding company of Infratil Gas which is
a party to the Shareholders' Agreement, Infratil has the power (via Infratil
Gas and jointly with NZSFA) to control the exercise of a right to vote
attached to the ordinary shares in Z Energy which are held by ZEHL.
For that relevant interest,--
(a) number held in class: 5,000,000
(b) percentage held in class: 100%
(c) current registered holder of securities: Z Energy Holdings Limited
(d) registered holder of securities once
transfers registered: Z Energy Holdings Limited
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:
The listing agreement between Z Energy and NZX dated 19 August 2013 ("Listing
Agreement"), resulting in ZEHL, NZSFA and Infratil becoming substantial
security holders for the purposes of the Securities Markets Act 1988. A copy
of the Listing Agreement (which comprises 4 pages) is attached to this
disclosure notice.
Additional information
Nature of connection between substantial security holders:
ZEHL is the registered holder of shares in Z Energy. NZSFA and Infratil
have effective control over ZEHL and the shares that ZEHL holds in Z Energy,
that relationship being governed by the Shareholders' Agreement.
Addresses of substantial security holders:
(a) Z Energy Holdings Limited: 3 Queens Wharf, Wellington Central, Wellington
(b) NZSF Aotea Limited: Level 12, Zurich House, 21 Queen Street, Auckland
(c) Infratil Gas Limited: 5 Market Lane, Wellington
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Securities Markets Act 1988 in relation to
the securities to which this disclosure relates: N/A
Declaration
I, Jason Boyes 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:00239873 For:ZEL Type:SSH Time:2013-08-19 13:27:34
