ALF
30/01/2014 10:42
SSH
REL: 1042 HRS Allied Farmers Limited
SSH: ALF: SSH Notice - (Speirs Group Limited)
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 in the
substantial holding
Date of relevant event: 30 January 2014
To NZX Limited
And Allied Farmers Limited
Date this disclosure made: 30 January 2014
Date last disclosure made: 24 December 2013
Substantial security holder(s) giving disclosure
Name(s): Speirs Group Limited
Contact details: Lee Simpson, Company Secretary, Unit 4, 251 Broadway Avenue,
PO Box 318, Palmerston North, phone: (06) 350 6004, email: [email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares (NZSX: ALF)
Summary for Speirs Group Limited
For this disclosure,--
(a) total number held in class: 14,678,487
(b) total in class: 105,470,925
(c) total percentage held in class: 13.917%
For last disclosure,--
(a) total number held in class: 14,678,487
(b) total in class: 105,470,925
(c) total percentage held in class: 13.917%
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 20 December 2013, Speirs Group Limited and Allied Farmers Limited entered
into a conditional deed relating to the issue of shares in Allied Farmers
Limited ("Deed"). Under the Deed, and subject to fulfilment of certain
conditions, Allied Farmers Limited agreed to issue to Speirs Group Limited
ordinary shares in Allied Farmers Limited by way of a private placement in
settlement of certain matters between the parties. There was a change in the
nature of the relevant interest in the substantial holding following the
issue of shares on 30 January 2014 as described below:
(a) the date of the transaction or event (or date of beginning and end of
period of aggregated on-market trades): 30 January 2014
(b) the nature of the transaction or event. This is the means by which
the relevant interest was acquired, disposed of, or changed in nature (for
example, "exercise of options", "entry into pre-bid agreement": issue of
ordinary shares
(c) the name of any other party or parties to the transaction or event
(if known and if not an on-market trade): Allied Farmers Limited
(d) the consideration, expressed in New Zealand dollars, paid or received
for the acquisition, disposal, or change in nature of the relevant interest
(or the total consideration paid or received for aggregated on-market
trades). If the consideration was not in cash, and cannot readily be
converted into a cash value, describe that consideration: as set out in the
Deed, the non-cash consideration is as agreed between Speirs Group Limited
and Allied Farmers Limited in relation to the wider settlement of obligations
under a Put & Call Option Agreement dated 29 September 2008
(e) the number of securities to which the transaction or event related
(or total number of securities to which the aggregated on-market trades
related): 14,678,487.
Details of relevant interests in substantial holding after relevant event
Details for Speirs Group Limited
Nature of relevant interest(s): registered holder and beneficial owner of
securities
The Deed, being a relevant agreement document, was attached to a previous
disclosure dated 24 December 2013
For that relevant interest,--
(a) number held in class: 14,678,487
(b) percentage held in class: 13.917%
(c) current registered holder(s) of securities: Speirs Group Limited
(d) registered holder(s) of securities once transfers registered: No
change since last disclosure
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): Unit 4, 251 Broadway Avenue,
PO Box 318,
Palmerston North
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, Lee Guy Wright Simpson, 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:00246505 For:ALF Type:SSH Time:2014-01-30 10:42:44
