CVT
12/09/2013 10:58
SSH
REL: 1058 HRS Comvita Limited
SSH: CVT: SSH Notice - Derma Sciences Inc.
Securities Markets (Substantial Security Holders) Regulations 2007
FORM 1
Section 22, Securities Markets Act 1988
DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
To: NZX Limited ("NZX")
And: Comvita Limited ("Comvita")
Date this disclosure made: 12 September 2013
Substantial security holder(s) giving disclosure
Name: Derma Sciences Inc
Contact details: Edward J Quilty
Tel: +1 609 514 4744
Email: [email protected]
Date on which substantial security holder began to have substantial holding:
9 September 2013
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares (Comvita)
Summary for: Derma Sciences Inc
For this disclosure,--
(a) total number held in class: 2,272,277
(b) total in class: 31,454,555
(c) total percentage held in class: 7.224 %
Details of relevant interests currently in substantial holding
Details for: Derma Sciences Inc
Nature of relevant interest(s):
Derma Sciences Inc ("Derma") is the registered and beneficial owner of the
shares due to a share placement on 9 September 2013. Pursuant to the
Subscription Agreement dated 3 September 2013 between Comvita and Derma,
should Comvita issue further shares to any third party investor by way of a
private placement within 6 months from 9 September 2013 at a price of 10% or
more below $3.90 per share, the benefit of such lower issuance price must be
extended to Derma by issue of additional shares at no further cost. In
accordance with regulation 13 of the Securities Markets (Substantial Security
Holders) Regulations 2007 the Subscription Agreement need not be attached to
this disclosure notice for the relevant interest.
For that relevant interest,
(a) number held in class: 2,272,277
(b) percentage held in class: 7.224 %
(c) current registered holder of securities: Derma Sciences Inc
(d) registered holder of securities once transfers registered: Derma
Sciences Inc
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:
Pursuant to the entry into the Subscription Agreement dated 3 September 2013
between Comvita and Derma, Derma agreed to subscribe for new ordinary shares
in Comvita and Comvita agreed to issue those shares to Derma at an issue
price of $3.90 per share for an amount of New Zealand dollars received by
Comvita net of any deduction after conversion from US$7 million, which
resulted in 2,272,277 ordinary shares issued to Derma.
Additional information
Nature of connection between substantial security holders: Not applicable
Address of substantial security holder: 214 Carnegie Center, Suite 300,
Princeton,, New Jersey, 08540 , U.S.A.
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: Not applicable
Declaration
I, Edward J Quilty, 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:00241040 For:CVT Type:SSH Time:2013-09-12 10:58:10
