GTK
25/06/2014 13:37
SSH
REL: 1337 HRS Gentrack Group Limited
SSH: GTK: SSH Notice - (Gentrack Group Limited)
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): Gentrack Group Limited
Contact details: James Docking, Level 3, 25 College Hill, Freemans Bay,
Auckland 1011
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: Gentrack Group Limited
For this disclosure,--
(a) total number held in class: 28,214,810
(b) total in class: 72,699,510
(c) total percentage held in class: 38.81%
Details of relevant interests currently in substantial holding
Details for: Gentrack Group Limited
Nature of relevant interest(s): Power to control the disposition of shares
pursuant to a deed of embargo dated 23 May 2014 between Gentrack and various
shareholders partially selling their shareholdings in Gentrack (Embargoed
Shareholders), and a deed of embargo between Gentrack and David Ingram dated
23 May 2014 (together, the Deeds of Embargo) under which the Embargoed
Shareholders and David Ingram have agreed and undertaken not to sell or
otherwise dispose of Shares in Gentrack 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 the
NZX and the ASX (the Embargo Period). These restrictions do not apply if a
partial or full offer is made under the Takeovers Code for Shares during the
Embargo Period. Each of the Embargoed Shareholders and David Ingram are also
permitted to create a security interest over their shareholding in favour of
a registered bank or other similar recognised lending institution.
Copies of the Deeds of Embargo are attached to this notice (15 pages).
For that relevant interest,--
(a) number held in class: 28,214,810
(b) percentage held in class: 38.81%
(c) current registered holder(s) of securities: Jametti Limited as
trustee of the Fraxinus Aurea Trust, Uplands Group Pty Limited as trustee of
the Uplands Group Trust, Roy Desmond Grant, Nina Catherine Maria Grant and
Adrienne Alexandra Wigmore as trustees of the Fiducia Trust, Nigel Peter
Farley and Richard John Burrell as trustess for Nigel Farley Family Trust,
Terence de Montalt Maude and Wendy Fay Wood as trustees for T and W
Investment Fund, JCVC Pty Limited as trustee for the JCVC Super Fund, Warren
Family Business Pty Limited as trustee for the Warren Family Business
Superannuation Fund, Leigh Warren and David Ingram and Anna Ingram.
(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:
Gentrack became a substantial security holder, pursuant to the terms of the
Deeds of Embargo as described above, 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: Not applicable
Address(es) of substantial security holder(s): Level 3, 25 College Hill,
Freemans Bay, Auckland 1011
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: Nigel Peter Farley and Richard John Burrell as
trustees of the Nigel Farley, Uplands Group Pty Limited as trustee of Uplands
Group Trust and JCVC Pty Limited as trustee of JCVC Super Fund and Jametti
Limited as trustee of the Fraxinus Aurea Trust.
Declaration
I, James Docking, 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:00252024 For:GTK Type:SSH Time:2014-06-25 13:37:43
