ZEL
28/02/2014 16:54
SSH
REL: 1654 HRS Z Energy Limited
SSH: ZEL: SSH Notice - Infratil & Aotea Energy Investments 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
Relevant event being disclosed: Movement of 1% or more in substantial
holding
Date of relevant event: 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:
Aotea Energy Investments Limited
Contact details: Jason Boyes
Tel: 04 473 2399
Email: [email protected]
Name:
Infratil Limited
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
Summary for: Aotea Energy Investments Limited
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%
Summary for: Infratil Limited
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 ("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
Details for:
Aotea Energy Investments Limited
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: N/A
Details for:
Infratil Limited
Nature of relevant interest: Infratil is the ultimate beneficial owner of,
and has the power through its wholly-owned subsidiaries to control the
exercise of a right to vote attached to, the ordinary shares in Z Energy
which are held by AEIL.
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: N/A
Additional information
Nature of connection between substantial security holders:
AEIL is the registered holder of shares in Z Energy. Infratil has effective
control over AEIL and the shares that AEIL holds in Z Energy.
Addresses of substantial security holders:
(a) Aotea Energy Investments Limited: 5 Market Lane, Wellington, 6011, New
Zealand
(b) Infratil Limited: 5 Market Lane, Wellington, 6011, New Zealand
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: NZSF Aotea 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:00247696 For:ZEL Type:SSH Time:2014-02-28 16:54:35
