Ann: SSH: DIL: SSH - Carroll Capital Holdings LLC

• Release Date: 25/01/13 16:00
• Summary: SSH: DIL: SSH - Carroll Capital Holdings LLC
• Price Sensitive: No
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DIL
25/01/2013 14:00
SSH

REL: 1400 HRS Diligent Board Member Services INC (NS)

SSH: DIL: SSH - Carroll Capital Holdings LLC

Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Disclosure of movement of 1% or more in
substantial holding
Date of relevant event: 3 September 2012
To: NZX Limited
And: Diligent Board Member Services, Inc. ("DIL")
Date this disclosure made: 25 January 2013 (first of two disclosures)
Date last disclosure made: 18 January 2012
Substantial security holder(s) giving disclosure
Name(s): Carroll Capital Holdings LLC ("CCH")
Contact details: Kenneth Carroll, [email protected], +1 201 819 5399
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for CCH
For this disclosure,--
(a) total number held in class: 5,611,008
(b) total in class: 81,901,191
(c) total percentage held in class: 6.851%
For last disclosure,--
(a) total number held in class: 4,767,925
(b) total in class: 81,787,524
(c) total percentage held in class: 5.830%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
On 3 September 2012, CCH acquired an additional 843,083 ordinary shares from
Services Share Holding LLC ("SSH LLC") (increasing the total percentage of
the ordinary shares it held to 6.851%) as a result of the release of security
arrangements put in place in connection with a loan in the original principal
amount of US$6,800,000 made by DIL to SSH LLC (in the form of a promissory
note) on 1 October 2007.  The outstanding principal amount of the promissory
note plus accrued interest was paid in full on 27 August 2012. CCH was a
member of SSH LLC and had previously transferred those DIL shares to SSH LLC
for the purpose of SSH LLC pledging those shares (together with certain other
DIL shares received from other SSH LLC members) to DIL as part of the
security arrangements associated with the promissory note.  Therefore CCH did
not provide any consideration to SSH LLC for the acquisition of those shares.

Details of relevant interests in substantial holding after relevant event
Details for CCH
Nature of relevant interest(s): Registered holder and beneficial owner.
Under regulation 13 of the Securities Markets (Substantial Security Holders)
Regulations 2007, a relevant agreement document is not required to be
attached to this disclosure.
 For that relevant interest,--
(a) number held in class: 5,611,008
(b) percentage held in class: 6.851%
(c) current registered holder(s) of securities: CCH
(d) registered holder(s) of securities once transfers registered: N/A
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): c/o Kenneth Carroll, 97 Long
Pond Road, Hewitt, NJ 07421, United States of America
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: N/A
Declaration
I, Kenneth Carroll, 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:00232339 For:DIL    Type:SSH        Time:2013-01-25 14:00:10