Ann: SSH: DIL: SSH - Spring Street Services L.P.

• Release Date: 07/03/14 16:00
• Summary: SSH: DIL: SSH - Spring Street Services L.P.
• Price Sensitive: No
• Download Document  3.49KB

					DIL
07/03/2014 13:59
SSH

REL: 1359 HRS Diligent Board Member Services INC (NS)

SSH: DIL: SSH - Spring Street Services L.P.

Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988

To: NZX Limited
And: Diligent Board Member Services, Inc.
Date this disclosure made: 6 March 2014

Substantial security holder(s) giving disclosure
Name(s): Spring Street Partners L.P.
David Liptak
Contact details: David Liptak, telephone number +1917-603-3314, email
[email protected]
Date on which substantial security holder(s) began to have substantial
holding: 6 March 2014

Summary of substantial holding to which disclosure relates
Class of listed voting securities: ordinary shares
Summary for: Spring Street Partners L.P. and David Liptak
For this 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 relevant interests currently in substantial holding
Details for: Spring Street Partners L.P.
Nature of relevant interest(s): Spring Street Partners L.P. is the registered
holder of the ordinary shares.
For that relevant interest,--
(a) number held in class: 5,950,307
(b) percentage held in class: 6.883%
(c) current registered holder(s) of securities:  Spring Street Partners
L.P.
(d) registered holder(s) of securities once transfers registered: Spring
Street Partners L.P.

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 ordinary shares and (ii) the
acquisition and disposition of the ordinary shares held by Spring Street
Partners L.P. as he is their managing member.
For that relevant interest,--
(a) number held in class: 5,950,307
(b) percentage held in class: 6.883%
(c) current registered holder(s) of securities:  Spring Street Partners
L.P.
(d) registered holder(s) of securities once transfers registered: Spring
Street Partners L.P.

Details of transactions and events giving rise to person beginning to have
substantial holding
Prior to giving this notice Spring Street Partners L.P. (Spring Street) held
21,777,904 Series A Preferred Stock and 4,172,403 ordinary shares. In
accordance with the terms of the Series A Preferred Stock, Spring Street has
exercised its right to convert 1,777,904 of securities to ordinary shares on
a one to one basis. The number of Preferred shares converted reflects the
number of Series A Preferred Stock that Spring Street received as "Payment in
Kind", or PIK shares, in lieu of cash dividend payments for the year 2009.
Under the terms of issue, the company has the right to retire Series A
Preferred Stock issued as PIK shares at the original issue price after March
11, 2014.
David Liptak is the managing member of Spring Street and is also a director
and the chairman of Diligent Board Member Services, Inc.

Additional information
Nature of connection between substantial security holders: associated
persons.
Address(es) of substantial security holder(s): 488 Madison Avenue, 21st
Floor, New York, NY 10022
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, David Liptak, 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:00247948 For:DIL    Type:SSH        Time:2014-03-07 14:00:00