OHE
26/11/2014 10:48
SSH
NOT PRICE SENSITIVE
REL: 1048 HRS Orion Health Group Limited
SSH: OHE: SSH Notice - Orion Health Group Limited
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Orion Health Group Limited (Orion Health)
Date this disclosure made: 26 November 2014
Substantial security holder(s) giving disclosure
Name(s): Orion Health Group Limited
Contact details: Luke Facer, +64 27 442 4420, [email protected]
Date on which substantial security holder(s) began to have substantial
holding: 26 November 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in Orion Health (Shares)
with security code OHE
Summary for Orion Health Group Limited
For this disclosure,--
(a) total number held in class: 109,128,513
(b) total in class: 160,557,586
(c) total percentage held in class: 67.968%
Details of relevant interests currently in substantial holding
Details for: Orion Health Group Limited
Nature of relevant interest(s):
(a) Power to control the disposition of shares pursuant to:
(i) an escrow deed dated 28 October 2014 between Orion Health and the
relevant parties described in Schedule 1 (First Escrow Deed, copy attached,
21 pages)
(ii) an escrow deed dated 28 October 2014 between Orion Health and the
relevant party described in Schedule 1 (Second Escrow Deed, copy attached, 6
pages)
(iii) an escrow deed dated 28 October 2014 between Orion Health and the
relevant party described in Schedule 1 (Pioneer) (Third Escrow Deed, copy
attached, 7 pages)
(iv) a restricted security agreement dated 28 October 2014 between Orion
Health and the relevant party described in Schedule 1 (Restricted Security
Agreement, copy attached, 7 pages),
together, each of the parties described above being the Escrowed Shareholders
and, together, each of the escrow deeds and the Restricted Security Agreement
described above being the, the Escrow Arrangements, under which the Escrowed
Shareholders have 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:
- in relation to the First Escrow Deed and the Restricted Security Agreement,
the first business day following Orion Health's announcement of its financial
results for the six months to 30 September 2015
- in relation to the Second Escrow Deed, the first business day following the
12 month anniversary of the date the Shares are first quoted on the NZX Main
Board and the ASX,
- in relation to the Third Escrow Deed, the first business day following the
3 month anniversary of the date the Shares are first quoted on the NZX Main
Board and the ASX. In the period following the date referred to above and
before the first Business Day following Orion Health's preliminary
announcement of its financial results for the 12 months to 31 March 2015,
Pioneer may, under a single transaction (or a series of related
transactions), sell all or any of its Shares but only by way of an off market
transaction to investors whose legal and beneficial interests are outside New
Zealand,
(the Escrow Periods).
The restrictions set out in the Escrow Arrangements are subject to certain
exceptions set out in the relevant Escrow Arrangements. Copies of the Escrow
Arrangements are attached to this notice (41 pages).
(b) The power to exercise, or control the exercise of, the right to vote
attached to 20% or more of the Shares held by Orion Health Corporate Trustee
Limited (Orion Trustee). Orion Health is the registered holder and
beneficial owner of 100% of the shares of Orion Trustee which is the
registered holder of 1,483,136 Shares.
For that relevant interest,--
(a) number held in class: 109,128,513 Shares
(b) percentage held in class: 67.968%
(c) current registered holder(s) of securities: Each of the shareholders
of Orion Health described in Schedule 1 and Orion Trustee
(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:
Orion Health became a substantial security holder, pursuant to the terms of
the Escrow Arrangements as described above, upon the shares in Orion Health
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): Orion House, 181 Grafton Rd,
Grafton, Auckland. 1010, New Zealand.
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: The parties in Schedule 1 or the directors and
senior managers who have a relevant interest in the Shares held by such
parties.
Declaration
I, Luke Facer, 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:00258123 For:OHE Type:SSH Time:2014-11-26 10:48:12
