Ann: SSH: DIL: SSH Notice - Spring Street Partners L.P. and David Liptak

• Release Date: 15/02/16 09:17
• Summary: SSH: DIL: SSH Notice - Spring Street Partners L.P. and David Liptak
• Price Sensitive: No
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					DIL
15/02/2016 09:17
SSH
NOT PRICE SENSITIVE
REL: 0917 HRS Diligent Corporation (NS)

SSH: DIL: SSH Notice - Spring Street Partners L.P. and David Liptak

Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
 Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited
and
To Diligent Corporation

Relevant event being disclosed: Change in nature of relevant interest

Date of relevant event: 13 February 2016 (New Zealand time)

Date this disclosure made: 15 February 2016

Date last disclosure made: 6 March 2014

Substantial product holder(s) giving disclosure
Full name(s): Spring Street Partners L.P. and David Liptak
Summary of substantial holding
Class of quoted voting products: common shares

Summary for Spring Street Partners L.P. and David Liptak
For this disclosure,--
(a) total number held in class: 5,896,973
(b) total in class: 87,499,646
(c) total percentage held in class: 6.739%
For last disclosure,--
(a) total number held in class: 5,950,307
(b) total in class: 86,443,278
(c) total percentage held in class: 6.883%

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 13
February 2016 (New Zealand time) Diligent Corporation (Diligent), Diamond
Parent Holdings, Corp. (Parent), Diamond Merger Sub I, Corp., Diamond Merger
Sub II, Corp., entered into an Agreement and Plan of Merger, pursuant to
which Diligent would merge with Diamond Merger Sub I, Corp., Diamond Merger
Sub II, Corp., (Merger Agreement). The Merger Agreement is conditional on
getting shareholders' approval as required under Delaware and New Zealand
law. Following the execution of the Merger Agreement, Spring Street Partners
L.P. (Spring Street) entered into a voting agreement with Parent pursuant to
which, in summary, it agreed to vote in favour of the adoption of the Merger
Agreement, and grant an irrevocable proxy in that regard, with respect to all
of the common shares and the 20,000,000 preferred shares it holds (or may
acquire following the execution of the Voting Agreement) and not to dispose
of, subject to some exclusions, its common shares or preferred shares (Voting
Agreement). Under the Voting Agreement none of Spring Street Partners L.P.
and David Liptak (nor any of their affiliates) receive any consideration
under the Voting Agreement additional to that offered to all shareholders
under the Merger Agreement.

Details after relevant event
Details for Spring Street Partners L.P.
Nature of relevant interest(s): Spring Street Partners L.P. is the registered
holder of the common shares. It's power to dispose of the common shares and
to exercise the voting rights attached to the common shares has been
qualified by the obligations under the Voting Agreement. The Voting Agreement
(17 pages), being a relevant agreement, accompanies this notice.

For that relevant interest,--
(a) number held in class: 5,896,973
(b) percentage held in class: 6.739%
(c) current registered holder(s): Spring Street Partners L.P.
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also--
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the
nature of the relevant interest in the derivative: N/A

Details for David Liptak
Nature of relevant interest(s): David Liptak has the power to control (i) the
exercise of the voting rights attached to the common shares and (ii) the
acquisition and disposition of the common shares held by Spring Street
Partners L.P. as he is their managing member. His power to control the
disposition of the common shares and to control the exercise of the voting
rights attached to the common shares has been qualified by the obligations on
Spring Street Partners L.P. under the Voting Agreement. The Voting Agreement
(17 pages), being a relevant agreement, accompanies this notice.

For that relevant interest,--
(a) number held in class: 5,896,973
(b) percentage held in class: 6.739%
(c) current registered holder(s): Spring Street Partners L.P.
(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also--
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the
nature of the relevant interest in the derivative: N/A

Additional information
Address(es) of substantial product holder(s): C/o David Liptak, 488 Madison
Avenue, 21st Floor New York, NY 10022.
Contact details: David Liptak, telephone number +1917-603-3314, email
[email protected]
Nature of connection between substantial product holders: associated persons
as David Liptak is the managing member of Spring Street Partners L.P..

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: Insight
Venture Partners LLC and Diamond Parent Holdings, Corp..
Disclosure has effect for purposes of directors' and senior managers'
disclosure

David Liptak is also a director of Diligent. This disclosure also constitutes
disclosure for the purposes of the directors' and senior managers' disclosure
obligations.

Certification
I, David Liptak, 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:00277633 For:DIL    Type:SSH        Time:2016-02-15 09:17:34