ZEL
06/10/2015 16:12
SSH
NOT PRICE SENSITIVE
REL: 1612 HRS Z Energy Limited
SSH: ZEL: SSH Notice - H.R.L Morrison & Co Group LP
Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX Limited
and
To Z Energy Limited
Date this disclosure made: 6 October 2015
Date last disclosure made: 21 August 2013
Date on which substantial holding ceased: 6 October 2015
Substantial product holder(s) giving disclosure
Full name(s): H.R.L Morrison & Co Group LP, as successor entity to H.R.L
Morrison & Co Group Limited ("MCO")
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares in Z Energy Limited
Summary for MCO
For this disclosure,--
(a) total number held in class: 0
(b) total in class: 400,000,000
(c) total percentage held in class: 0%
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 ceasing of substantial
holding
Details of the transactions or other events requiring disclosure: On 29
September 2015, NZSF Aotea Limited ("NZSF Aotea") (in its capacity as manager
and administrator of a part of the New Zealand Superannuation Fund) and Aotea
Energy Investments Limited (a wholly-owned subsidiary of Infratil Limited)
("AEIL") each undertook a block trade involving the off-market sale of
80,000,000 ordinary shares in Z Energy Limited held by AEIL and 38,900,000
ordinary shares in Z Energy Limited held by NZSF Aotea. Total off-market
sales of 118,900,000 ordinary shares were effected on 1 October 2015, at a
sale price of NZ$6.00 per share for aggregate consideration for AIEL of
NZ$480,000,000 and NZSFA of NZ$233,400,000 (total aggregate consideration of
NZ$713,400,000), with settlement occurring on 6 October 2015.
MCO had a non-beneficial relevant interest in the shares in Z Energy because
wholly owned subsidiaries of it managed both Infratil and Guardians of New
Zealand Superannuation's investment in Z Energy pursuant to investment
management agreements. In each case, MCO's relevant interest arose under
section 235 of the Financial Markets Conduct Act 2013, only from powers of
investment contained in the relevant investment management agreement.
On 6 October 2015, 1,100,000 ordinary shares held by NZSF Aotea in Z Energy
Limited were transferred from the portfolio managed by MCO to NZSF Aotea's
internally managed equities portfolio.
On 6 October 2015, as part of an internal reorganisation, the remaining
40,000,000 ordinary shares in Z Energy Limited held by NZSF Aotea for and on
behalf of the Guardians of New Zealand Superannuation as manager and
administrator of the New Zealand Superannuation Fund became held directly by
New Zealand Superannuation Fund Nominees Limited also for and behalf of the
Guardians of New Zealand Superannuation as manager and administrator of the
New Zealand Superannuation Fund. These 40,000,000 shares remain under the
management of a wholly owned subsidiary of MCO (Morrison & Co Funds
Management Limited). Because of the nature of the management services
provided, MCO does not hold a non-beneficial relevant interest in the shares.
Additional information
Address of substantial product holder: 5 Market Lane, Wellington, 6011 New
Zealand
Contact details: Jason Boyes
Telephone: 04 473 2399
Email: [email protected]
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: Infratil
Limited, Aotea Energy Investments Limited, New Zealand Superannuation Fund
Nominees Limited
Certification
I, Jason Boyes, certify 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:00271344 For:ZEL Type:SSH Time:2015-10-06 16:12:07
