Ann: SSH: MET: SSH Notice - Goldman Sachs New Zea

• Release Date: 28/11/13 13:03
• Summary: SSH: MET: SSH Notice - Goldman Sachs New Zealand Limited
• Price Sensitive: No
• Download Document  10.09KB

					MET
28/11/2013 11:03
SSH

REL: 1103 HRS Metlifecare Limited

SSH: MET: SSH Notice - Goldman Sachs New Zealand Limited

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: Change in nature of relevant interest
Date of relevant event:  27 November 2013
To NZX Limited
And  Metlifecare Limited (MET)
Date this disclosure made: 28 November 2013
Date last disclosure made:  25 November 2013

Substantial security holder(s) giving disclosure
Name(s):  Goldman Sachs New Zealand Limited (Goldman Sachs NZ)
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)

Contact details:  c/- Toby Sharpe
Bell Gully
Level 21
48 Shortland Street
Auckland
Tel:  +64 9 916 8637
Email: [email protected]

Summary of substantial holding to which disclosure relates
Class of listed voting securities:  Fully paid ordinary shares in MET
(Shares)
Summary for  Goldman Sachs NZ, GSAPE, TTPE and SMIC 90
For this disclosure,--
(a) total number held in class:  86,088,380
(b) total in class:  210,594,691
(c) total percentage held in class:  40.879%
For last disclosure,--
(a) total number held in class: 86,088,380
(b) total in class: 210,594,691
(c) total percentage held in class:  40.879%

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 market sale of 2,378,188 Shares held by GSAPE for total consideration of
NZD$9,940,825.84 on 27 November 2013, with settlement to follow on T+3 basis.

On market sale of 804,628 Shares held by TTPE for total consideration of
NZD$3,363,345.04 on 27 November 2013, with settlement to follow on T+3 basis.

On market sale of 456,175 Shares held by SMIC 90 for total consideration of
NZD$1,906,811.50 on 27 November 2013, with settlement to follow on a T+3
basis.

Details of relevant interests in substantial holding after relevant event

Details for: Goldman Sachs NZ
(1) Nature of relevant interest(s):
Pursuant to the terms of the Underwriting Agreement and Sub-Underwriting
Letters (see substantial security holder notice filed on 25 October 2013),
Goldman Sachs NZ has a contractual power to control the acquisition or
disposition of the RVNZ Shares for the purposes of section 5(1)(d) of the
Securities Markets Act 1988 (the Act). The sale and purchase of RVNZ Shares
pursuant to the Underwriting Agreement and Sub-Underwriting Letters was
effected on 25 November 2013 by Goldman Sachs NZ reporting crossings through
the NZX Main Board, with settlement to follow on a T+3 basis (28 November
2013).
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  Goldman Sachs NZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
Goldman Sachs NZ being a related body corporate of each of GSAPE (beneficial
holder), TTPE (beneficial holder) and SMIC 90 (registered and beneficial
owner). The details of the relevant interests of GSAPE, TTPE and SMIC 90 are
detailed below.
For that relevant interest,--
(a) number held in class: 6,695,337
(b) percentage held in class:  3.179%
(c) current registered holder(s) of securities:   Perpetual Nominees Limited
(Perpetual) (as to 2,378,188 Shares as custodian for GSAPE)
Perpetual (as to 2,346,671 Shares as custodian for TTPE)
SMIC 90 (as to 1,970,478 Shares)
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 3,638,991 Shares.

Details for: GSAPE
(1) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
GSAPE being a related body corporate of Goldman Sachs NZ which has the
qualified relevant interest in the shares held by RVNZ described above
pursuant to the Underwriting Agreement and the Sub-Underwriting Letters.
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  Goldman Sachs NZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
GSAPE being a related body corporate of each of TTPE (beneficial holder) and
SMIC 90 (registered and beneficial owner).
For that relevant interest,--
(a) number held in class: 4,317,149
(b) percentage held in class:  2.050%
(c) current registered holder(s) of securities:  Perpetual (as to 2,346,671
Shares as custodian for TTPE)
SMIC 90 (as to 1,970,478 Shares)
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 1,260,803 Shares.
(3) Nature of relevant interest(s):
Beneficial owner. Pursuant to the on market sales described above, GSAPE has
an unconditional commitment to sell 2,378,188 Shares and as a result has
qualified its ability to dispose of, or to control the disposal of such
shares for the purposes of section 5(1)(d) of the Act.
For that relevant interest,--
(a) number held in class: 2,378,188
(b) percentage held in class:  1.129%
(c) current registered holder(s) of securities:  Perpetual
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 2,378,188 Shares.

Details for: TTPE
(1) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of TTPE
being a related body corporate of Goldman Sachs NZ which has the qualified
relevant interest in the shares held by RVNZ described above pursuant to the
Underwriting Agreement and the Sub-Underwriting Letters.
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  Goldman Sachs
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of TTPE
being a related body corporate of each of GSAPE (beneficial holder) and SMIC
90 (registered and beneficial owner).
For that relevant interest,--
(a) number held in class: 4,348,666
(b) percentage held in class:  2.065%
(c) current registered holder(s) of securities:   Perpetual (as to 2,378,188
Shares as custodian for GSAPE)
SMIC 90 (as to 1,970,478 Shares)
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 2,834,363 Shares.
(3) Nature of relevant interest(s):
Beneficial owner. Pursuant to the on market sales described above, TTPE has
an unconditional commitment to sell 804,628 Shares and as a result has
qualified its ability to dispose of, or to control the disposal of such
shares for the purposes of section 5(1)(d) of the Act.
For that relevant interest,--
(a) number held in class: 2,346,671
(b) percentage held in class:  1.114%
(c) current registered holder(s) of securities:  Perpetual
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 804,628 Shares.

Details for: SMIC 90
(1) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of SMIC
90 being a related body corporate of Goldman Sachs NZ which has the qualified
relevant interest in the shares held by RVNZ described above pursuant to the
Underwriting Agreement and the Sub-Underwriting Letters.
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  Goldman Sachs NZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of SMIC
90 being a related body corporate of each of GSAPE (beneficial holder) and
TTPE (beneficial holder).
For that relevant interest,--
(a) number held in class: 4,724,859
(b) percentage held in class:  2.244%
(c) current registered holder(s) of securities:   Perpetual (as to 2,378,188
Shares as custodian for GSAPE)
Perpetual (as to 2,346,671 Shares as custodian for TTPE)
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 3,182,816 Shares.
(3) Nature of relevant interest(s):
Registered and beneficial owner. Pursuant to the on market sales described
above, SMIC 90 has an unconditional commitment to sell 456,175 Shares and as
a result has qualified its ability to dispose of, or to control the disposal
of such shares for the purposes of section 5(1)(d) of the Act.
For that relevant interest,--
(a) number held in class: 1,970,478
(b) percentage held in class:  0.936%
(c) current registered holder(s) of securities:  SMIC 90
(d) registered holder(s) of securities once transfers registered:  Various on
market purchasers to acquire 456,175 Shares.
Additional information
Nature of connection between substantial security holders:
Each of Goldman Sachs NZ, GSAPE, TTPE and SMIC 90 are wholly owned
subsidiaries of Goldman Sachs Australia International Pty Ltd.

Address(es) of substantial security holder(s):
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:
Not applicable.

Declaration
I, Toby Sharpe, solicitor to Goldman Sachs NZ, GSAPE, TTPE and SMIC 90
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:00244429 For:MET    Type:SSH        Time:2013-11-28 11:03:19