ERD
29/05/2015 15:23
SSH
NOT PRICE SENSITIVE
REL: 1523 HRS EROAD Limited
SSH: ERD: SPH Notice - EROAD Limited
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
Note: This form must be completed in accordance with the instructions at the
end of the form.
To NZX Limited
and
To EROAD Limited
Relevant event being disclosed: Movement of 3.937% in substantial holding
Date of relevant event: 29 May 2015
Date this disclosure made: 29 May 2015
Date last disclosure made: 15 August 2014
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: 60,000,000
(c) total percentage held in class: 35.206%
For last disclosure,--
(a) total number held in class: 23,485,752
(b) total in class: 60,000,000
(c) total percentage held in class: 39.143%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Each of the
directors, members of the executive management team and the staff and close
business associates of EROAD Limited who were issued shares on 15 June 2014
(together, the Escrowed Shareholders) have entered into escrow arrangements
with EROAD Limited in respect of the certain of their shares (the Escrowed
Shares) pursuant to restricted security agreements (attached to EROAD
Limited's disclosure on 15 August 2014) or the terms of issue of the relevant
shares, as set out in more detail in EROAD Limited's disclosure on 15 August
2014.
Under those escrow arrangements, EROAD Limited has the power to control the
disposition of the Escrowed Shares, as each Escrowed Shareholder 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 the first business day after EROAD Limited's
preliminary announcement has been released to the market in respect of its
financial results for the year ended 31 March 2016 except as follows:
o an Escrowed Shareholder may sell or otherwise transfer 10% of the Escrowed
Shares held by that Escrowed Shareholder from the first business day after
EROAD Limited's preliminary announcement has been released to the market in
respect of its financial results for the year ended 31 March 2015; and
o an Escrowed Shareholder may sell or otherwise transfer 20% (i.e. an
additional 10%) of the Escrowed Shares held by that Escrowed Shareholder from
the first business day after EROAD Limited's preliminary announcement has
been released to the market in respect of its financial results for the half
year ended 30 September 2015; and
o in certain other circumstances outlined in EROAD Limited's disclosure on 15
August 2014.
Accordingly, on 29 May 2015, being the first business day after EROAD
Limited's preliminary announcement was released to the market in respect of
its financial results for the year ended 31 March 2015, EROAD Limited ceased
to have a relevant interest in 2,362,094 shares, which are no longer Escrowed
Shares.
Details after relevant event
Details for EROAD Limited
Nature of relevant interest(s): Power to control the disposition of the
Escrowed Shares as outlined above and more fully described in EROAD Limited's
disclosure on 15 August 2014.
For that relevant interest,--
(a) number held in class: 21,123,658
(b) percentage held in class: 35.206%
(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: Steven
Newman and NMC Trustees Limited as trustee of the NMC Investment Trust
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
Amanda Tunstall 5,149 shares
Amarda Trustee Limited 12,358 shares
Andras Lipoth 4,120 shares
Anthony Gibson 479,848 shares
Anthony Lombardo 618 shares
Aparna Gopalakrishnan 824 shares
Brian Edward Michie 1,975,919 shares
Bruce Wilson, Stephanie Wilson and SW Trust Services (Thirteen) Limited
414,127 shares
Candace Nicole Kinser and Kinser Trustee Ltd 33,358 shares
Charles Rillstone 651 shares
Cherie Murray 3,295 shares
Christopher Michael Solomon 4,873 shares
Clifford Burgess 2,060 shares
Craig Playfair 4,873 shares
David and Joanne Morton 4,120 shares
Denys Tyshetskyy 647 shares
Fay Parsons 3,254 shares
Gareth Davies 618 shares
Gareth Robins 4,120 shares
Georgina Simmons 618 shares
Guy Hocquard 2,060 shares
HGM Services Limited 8,124 shares
Ingrid Warwood 3,250 shares
Jarred Clayton 368,349 shares
Jennifer Doreen Leybourne 5,520 shares
John Duneas 20,597 shares
John. A. A. Opiola 6,179 shares
Jonathan Morgan 824 shares
Jordan Hagan 16,890 shares
Lowelly PTY Ltd ATF Lowelly Superannuation Fund 119,463 shares
Mark Simpson and Sharyn Simpson 68,242 shares
Matthew Dorfman 26,776 shares
Matthew John Bates 824 shares
Michael Bushby 20,999 shares
Michael Swarbrick 64,975 shares
Nigel Gray 4,120 shares
Nina Elter 4,943 shares
NMC Trustees Limited 14,399,275 shares
Paul Hewlett 12,358 shares
Paul Sinclair 8,239 shares
Rebecca Lal 618 shares
Rebecca McKaskell 1,854 shares
Sara Goessi 4,120 shares
Sarah Farmiloe 2,472 shares
Scott Daniels 811 shares
Sean Hope 4,120 shares
Shellie Highsted 3,089 shares
SLK Asset Management Limited 521,096 shares
Soona Lee 1,030 shares
Sophie Blyth 989 shares
Stefanie Smith 618 shares
Steve Morello 4,120 shares
SW Trust Services (Twelve) Limited 2,141,865 shares
Tim Power 16,478 shares
Tony and Vanessa McNaught 42,224 shares
Travis Dunn 26,776 shares
Wayne Hudson and Anthony Gibson 222,432 shares
Ying Wang 6,179 shares
Yll Murati 3,250 shares
End CA:00265036 For:ERD Type:SSH Time:2015-05-29 15:23:15