ERD
10/11/2015 09:42
SSH
NOT PRICE SENSITIVE
REL: 0942 HRS EROAD Limited
SSH: ERD: Disclosure of change in nature of relevant interest
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 EROAD Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 9 November 2015
Date this disclosure made: 10 November 2015
Date last disclosure made: 29 May 2015
Substantial product holder(s) giving disclosure
Full name(s): EROAD Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares (NZX code: ERD)
Summary for EROAD Limited
For this disclosure,--
(a) total number held in class: 21,123,658
(b) total in class: 60,168,864
(c) total percentage held in class: 35.107%
For last disclosure,--
(a) total number held in class: 21,123,658
(b) total in class: 60,000,000
(c) total percentage held in class: 35.206%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 9
November 2015, EROAD Limited (EROAD) agreed with Peter Batcheler in
connection with his resignation from EROAD that an extended escrow period
would apply to EROAD ordinary shares held by SW Trust Services (Twelve)
Limited that are not released from escrow on 27 November 2015 in accordance
with a restricted security agreement dated 17 July 2014, being 1,903,879
shares (the Escrowed Shares).
Under the terms agreed, EROAD has the power to control the disposition of the
Escrowed Shares, as each of Peter Batcheler and SW Trust Services (Twelve)
Limited (together, the Escrowed Shareholders) has agreed not to sell or
otherwise dispose of or do or omit to do anything which could have the effect
of transferring effective ownership or control of any Escrowed Shares until:
o as to one third of the Escrowed Shares, 1 April 2016;
o as to a further one third of the Escrowed Shares, 1 October 2016; and
o as to the final one third of the Escrowed Shares, 1 April 2017,
subject to limited exclusions.
EROAD and the Escrowed Shareholders have agreed that the escrow terms
outlined above will apply to the Escrowed Shares from 27 November 2015 to the
exclusion of those set out in the restricted security agreement dated 17 July
2014 to which SW Trust Services (Twelve) Limited is already a party in
relation to the Escrowed Shares. EROAD continues to have a relevant interest
in the 237,986 shares held by SW Trust Services (Twelve) Limited which will
be released from escrow on or about 26 November 2015, being the business day
following the release of EROAD's preliminary results announcement for the
half year ended 30 September 2015.
Details after relevant event
Details for EROAD Limited
Nature of relevant interest(s): Power to control the disposition of shares.
For that relevant interest,--
(a) number held in class: 21,123,658
(b) percentage held in class: 35.107%
(c) current registered holder(s): See attached schedule
(d) registered holder(s) once transfers are registered: not applicable
For a derivative relevant interest, also--
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the
nature of the relevant interest in the derivative: not applicable
Additional information
Address(es) of substantial product holder(s): 260 Oteha Valley Road, Albany,
Auckland, 0632, New Zealand
Contact details: Steven Newman, Email: [email protected], Phone: +64
9 415 15 65
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: Not
applicable
Certification
I, Steven Newman, 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.
Schedule: Registered Holders
Afifa Chida 2,060 shares
Lowelly PTY Ltd ATF Lowelly Superannuation Fund 119,463 shares
Amanda Tunstall 5,149 shares
Mark Simpson and Sharyn Simpson 68,242 shares
Amarda Trustee Limited 12,358 shares
Matthew Dorfman 26,776 shares
Andras Lipoth 4,120 shares
Matthew John Bates 824 shares
Anthony Gibson 479,848 shares
Michael Bushby 20,999 shares
Anthony Lombardo 618 shares
Michael Swarbrick 64,975 shares
Aparna Gopalakrishnan 824 shares
Nigel Gray 4,120 shares
Brian Edward Michie 1,975,919 shares
Nina Elter 4,943 shares
Bruce Wilson, Stephanie Wilson and SW Trust Services (Thirteen) Limited
414,127 shares
NMC Trustees Limited 14,399,275 shares
Candace Nicole Kinser and Kinser Trustee Ltd 33,358 shares Paul Hewlett
12,358 shares
Charles Rillstone 651 shares
Paul Sinclair 8,239 shares
Cherie Murray 3,295 shares
Rebecca Lal 618 shares
Christopher Michael Solomon 4,873 shares
Rebecca McKaskell 1,854 shares
Clifford Burgess 2,060 shares S
ara Goessi 4,120 shares
Craig Playfair 4,873 shares
Sarah Farmiloe 2,472 shares
David and Joanne Morton 4,120 shares
Scott Daniels 811 shares
Denys Tyshetskyy 647 shares
Sean Hope 4,120 shares
Fay Parsons 3,254 shares
Shellie Highsted 3,089 shares
Gareth Davies 618 shares
SLK Asset Management Limited 521,096 shares
Gareth Robins 4,120 shares
Soona Lee 1,030 shares
Georgina Simmons 618 shares
Sophie Blyth 989 shares
Guy Hocquard 2,060 shares
Stefanie Smith 618 shares
HGM Services Limited 8,124 shares
Steve Morello 4,120 shares
Ingrid Warwood 3,250 shares
SW Trust Services (Twelve) Limited 2,141,865 shares
Jarred Clayton 368,349 shares
Tim Power 16,478 shares
Jennifer Doreen Leybourne 5,520 shares
Tony and Vanessa McNaught 42,224 shares
John Duneas 20,597 shares
Travis Dunn 26,776 shares
John. A. A. Opiola 6,179 shares
Wayne Hudson and Anthony Gibson 222,432 shares
Jonathan Morgan 824 shares
Ying Wang 6,179 shares
Jordan Hagan 16,890 shares
Yll Murati 3,250 shares
End CA:00273109 For:ERD Type:SSH Time:2015-11-10 09:42:34
