Ann: SSH: ZEL: SSH Notice - NZSF Aotea Limited

• Release Date: 28/02/14 18:52
• Summary: SSH: ZEL: SSH Notice - NZSF Aotea Limited
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					ZEL
28/02/2014 16:52
SSH

REL: 1652 HRS Z Energy Limited

SSH: ZEL: SSH Notice - NZSF Aotea Limited

Securities Markets (Substantial Security Holders) Regulations 2007

FORM 2
(Sections 23 and 24, Securities Markets Act 1988)

DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING AND CHANGE IN
NATURE OF RELEVANT INTEREST

Relevant events being disclosed:  Movement of 1% or more in substantial
holding and change in nature of relevant interest

Date of relevant events:  28 February 2014

To: NZX Limited ("NZX")
And: Z Energy Limited ("Z Energy")

Date this disclosure made:  28 February 2014

Date last disclosure made:  21 August 2013

Substantial security holders giving disclosure

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:

 Jason Boyes
Tel: 04 473 2399
Email: [email protected]

Summary of substantial holding to which disclosure relates

Class of listed voting securities:  Ordinary shares in Z Energy

For this disclosure,--
(a) total number held in class:  80,000,000
(b) total in class:     400,000,000
(c) total percentage held in class:  20%

For last disclosure,--
(a) total number held in class:  160,000,000
(b) total in class:     400,000,000
(c) total percentage held in class:  40%

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:

Infratil Limited ("Infratil") and the Guardians of New Zealand Superannuation
have, with effect on and from 28 February 2014 restructured the manner in
which they hold their investment in Z Energy, such that they each have
beneficial control over a 20% interest in Z Energy rather than holding a 40%
interest in Z Energy jointly through an incorporated joint venture (the
"Holding Split").

Prior to the Holding Split, Infratil (through its wholly-owned subsidiary,
Infratil Gas Limited ("Infratil Gas")) and NZSF Aotea Limited ("NZSFA") (in
its capacity as manager and administrator of a part of the New Zealand
Superannuation Fund) jointly held beneficial control over 40% of the issued
shares in Z Energy by each holding 50% of the shares in Aotea Energy Holdings
Limited ("AEHL").  AEHL, through its wholly-owned subsidiaries, held 100% of
the shares in Aotea Energy Investments Limited ("AEIL") (previously Z Energy
Holdings Limited) which in turn held 40% of the issued shares in Z Energy.
H.R.L Morrison and Co Group Limited Partnership ("MCO") (via its wholly-owned
subsidiaries) manages both Infratil and NZSFA's investment in Z Energy
pursuant to investment management agreements.

To effect the Holding Split, the following occurred simultaneously: (i) NZSFA
sold its shares in AEHL (and thereby its beneficial ownership of the shares
in Z Energy held by AEIL) to Infratil Gas and (ii) AEIL sold 50% of the
shares that it held in Z Energy to NZSFA.

Accordingly, each of Infratil and NZSFA have separate control of 20% of the
issued shares in Z Energy.  MCO continues to manage both Infratil's
investment and NZSFA's investment in Z Energy, through separate management
agreements with each of them.

Details of relevant interests in substantial holding after relevant event

Nature of relevant interest:  Registered holder of ordinary shares in Z
Energy.

For that relevant interest,--
(a) number held in class:    80,000,000
(b) percentage held in class:   20%
(c) current registered holder of securities: Aotea Energy
Investments Limited
(d) registered holder of securities once
transfers registered:  NZSF Aotea Limited

Additional information

Nature of connection between substantial security holders:
 N/A
Address of substantial security holder:  Level 12, Zurich House, 21
Queen Street, Auckland
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:  Infratil Limited and
Aotea Energy Investments Limited

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:00247695 For:ZEL    Type:SSH        Time:2014-02-28 16:52:52