GTK
25/06/2014 13:37
SSH
REL: 1337 HRS Gentrack Group Limited
SSH: GTK: SSH Notice - Uplands, JCVC, John and Valerie Clifford
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Gentrack Group Limited (Gentrack)
Date this disclosure made: 25 June 2014
Substantial security holder(s) giving disclosure
Name(s): Uplands Group Pty Limited as trustee of Uplands Group Trust, JCVC
Pty Limited as trustee of JCVC Super Fund, John Clifford and Valerie Clifford
Contact details: John Clifford, 23A Myrniong Grove, Hawthorn East, VIC 3123,
Australia
Date on which substantial security holder(s) began to have substantial
holding: 25 June 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in Gentrack (Shares) -
security code GTK
Summary for: Uplands Group Pty Limited as trustee of Uplands Group Trust,
JCVC Pty Limited as trustee of JCVC Super Fund, John Clifford and Valerie
Clifford
For this disclosure,--
(a) total number held in class: 9,151,374
(b) total in class: 72,699,510
(c) total percentage held in class: 12.588
Details of relevant interests currently in substantial holding
Details for: Uplands Group Pty Limited as trustee of Uplands Group Trust
Nature of relevant interest(s): Uplands Group Pty Limited as trustee of
Uplands Group Trust is the registered holder and beneficial owner (which it
holds on trust for the beneficiaries of the Uplands Group Trust) of Shares,
and has the power to exercise the right to vote or dispose of the Shares. On
23 May 2014 Uplands Group Pty Limited as trustee of Uplands Group Trust
entered into a deed of embargo with Gentrack, amongst others, (the Deed of
Embargo) under which Uplands Group Pty Limited as trustee of Uplands Group
Trust has agreed and undertaken not to sell or otherwise dispose of Shares
from the date the Shares are first quoted on the NZX Main Board and the ASX
until the date Gentrack releases its preliminary results for the financial
year ending 30 September 2015 to NZX Limited and the ASX. Pursuant to the
terms of the Deed of Embargo, Uplands Group Pty Limited has qualified its
interest in the Shares.
A copy of the Deed of Embargo is attached to this notice (12 pages).
For that relevant interest,--
(a) number held in class: 7,231,374
(b) percentage held in class: 9.947%
(c) current registered holder(s) of securities: Uplands Group Pty Limited
(d) registered holder(s) of securities once transfers registered: Not
applicable
Details for: JCVC Pty Limited as trustee of JCVC Super Fund
Nature of relevant interest(s): JCVC Pty Limited as trustee of JCVC Super
Fund is the registered holder and beneficial owner (which it holds on trust
for the beneficiaries of the JCVC Super Fund) of Shares, and has the power to
exercise the right to vote or dispose of the Shares. On 23 May 2014 JCVC Pty
Limited as trustee of JCVC Super Fund entered into the Deed of Embargo with
Gentrack, under which JCVC Pty Limited as trustee of JCVC Super Fund has
agreed and undertaken not to sell or otherwise dispose of Shares from the
date the Shares are first quoted on the NZX Main Board and the ASX until the
date Gentrack releases its preliminary results for the financial year ending
30 September 2015 to NZX Limited and the ASX. Pursuant to the terms of the
Deed of Embargo, JCVC Pty Limited has a
qualified interest in the Shares.
For that relevant interest,--
(a) number held in class: 1,920,000
(b) percentage held in class: 2.641%
(c) current registered holder(s) of securities: JCVC Pty Limited
(d) registered holder(s) of securities once transfers registered: Not
applicable
Details for: John Clifford and Valerie Clifford
Nature of relevant interest(s): Beneficial owners of the Shares in Gentrack.
For that relevant interest,--
(a) number held in class: 1,920,000
(b) percentage held in class: 2.641%
(c) current registered holder(s) of securities: JCVC Pty Limited
(d) registered holder(s) of securities once transfers registered: Not
applicable
Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
As existing holders of shares in Gentrack, Uplands Group Pty Limited, JCVC
Pty Limited, John Clifford and Valerie Clifford became substantial security
holders (for the purpose of the Securities Markets Act 1988) upon the shares
in Gentrack being listed on the NZX Main Board, which is a registered
exchange operated by NZX Limited.
Additional information
Nature of connection between substantial security holders: Both Uplands Group
Pty Limited and JCVC Pty Limited are under the control of the same persons,
John Clifford and Valerie Clifford. The beneficiaries of the JCVC Super Fund
are John Clifford and Valerie Clifford.
Address(es) of substantial security holder(s):
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: Gentrack Group Limited
Declaration
I, John Clifford, 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:00252023 For:GTK Type:SSH Time:2014-06-25 13:37:31
