OHE
26/11/2014 11:08
SSH
NOT PRICE SENSITIVE
REL: 1108 HRS Orion Health Group Limited
SSH: OHE: SSH Notice - Ian McCrae (McCrae)
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): Ian McCrae (McCrae)
Contact details: Ian McCrae, (09) 638 0600, [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: McCrae
For this disclosure,--
(a) total number held in class: 81,007,307
(b) total in class: 160,557,586
(c) total percentage held in class: 50.454%
Details of relevant interests currently in substantial holding
Details for: McCrae
Nature of relevant interest(s):
(i) McCrae as sole shareholder and director of McCrae Limited has the power
to exercise, or to control the exercise of, the right to vote attached to
80,860,057 Shares (the Relevant Shares) held by McCrae Limited. On 28
October 2014, McCrae Limited entered into a restricted security agreement
with Orion Health (the Restricted Security Agreement) under which McCrae
Limited undertakes not to sell or otherwise dispose of the Relevant Shares
until the first business day following Orion Health's announcement of its
financial results for the six months to 30 September 2015 subject to certain
exceptions.
Pursuant to the terms of the Restricted Security Agreement, McCrae's interest
in the Relevant Shares is qualified. A copy of the Restricted Security
Agreement is attached to this notice (7 pages).
(ii) Ian McCrae has a beneficial interest in the securities and has the
power to exercise, or to control the exercise of, the right to vote attached
to 147,250 Shares held by Orion Health Corporate Trustee Limited.
For that relevant interest,--
(a) number held in class: 81,007,307
(b) percentage held in class: 50.454%
(c) current registered holder(s) of securities:
(i) McCrae Limited - 80,860,057
(ii) Orion Health Corporate Trustee Limited - 147,250
(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:
McCrae became a substantial security holder (for the purposes of the
Securities Markets Act 1988) due to the relevant interest held by McCrae in
the existing shares of the Orion Health, 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: McCrae Limited and Orion Health Group Limited
Declaration
I, Ian McCrae, 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:00258128 For:OHE Type:SSH Time:2014-11-26 11:08:22
