ERD
29/05/2015 15:23
SSH
NOT PRICE SENSITIVE
REL: 1523 HRS EROAD Limited
SSH: ERD: SPH Notice - Steven Newman and NMC Trustees 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: Change in nature of relevant interest
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): Steven Newman and NMC Trustees Limited as trustee of the NMC
Investment Trust
Summary of substantial holding
Class of quoted voting products: Ordinary Shares (NZX code: ERD)
Summary for Steven Newman
For this disclosure,--
(a) total number held in class: 16,059,466
(b) total in class: 60,000,000
(c) total percentage held in class: 26.766%
For last disclosure,--
(a) total number held in class: 16,059,466
(b) total in class: 60,000,000
(c) total percentage held in class: 26.766%
Summary for NMC Trustees Limited as trustee of the NMC Investment Trust
For this disclosure,--
(a) total number held in class: 15,999,194
(b) total in class: 60,000,000
(c) total percentage held in class: 26.665%
For last disclosure,--
(a) total number held in class: 15,999,194
(b) total in class: 60,000,000
(c) total percentage held in class: 26.665%
Details of transactions and events giving rise to relevant event
On 15 August 2014, NMC Trustees Limited as trustee of the NMC Investment
Trust became subject to transfer restrictions contained in the EROAD
Restricted Security Agreement (attached to Steven Newman and NMC Trustees
Limited as trustee of the NMC Investment Trust's disclosure on 15 August
2014). Under these arrangements, NMC Trustees Limited 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 of the shares it
holds as disclosed in this notice (the 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 NMC Trustees Limited may sell or otherwise transfer 10% of the Escrowed
Shares held by it 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;
o NMC Trustees Limited may sell or otherwise transfer 20% (i.e. an additional
10%) of the Escrowed Shares held by it 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 Steven Newman and NMC Trustees
Limited as trustee of the NMC Investment Trust'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, the nature of the
relevant interest held by NMC Trustees Limited as trustee of the NMC
Investment Trust changed as 1,599,920 of the shares it holds are no longer
Escrowed Shares.
Details after relevant event
Details for Steven Newman
Nature of relevant interest(s): Steven Newman is the holder of 20% or more of
the shares in NMC Trustees Limited and has the power to control dealings and
voting of shares held by NMC Trustees Limited as trustee of the NMC
Investment Trust. NMC Trustees Limited as trustee of the NMC Investment
Trust is the registered holder of shares, subject to the restrictions on
transfer outlined above and more fully described in Steven Newman and NMC
Trustees Limited as trustee of the NMC Investment Trust's disclosure on 15
August 2014, except for 1,599,920 of the shares it holds, which are no longer
Escrowed Shares.
For that relevant interest,--
(a) number held in class: 15,999,194
(b) percentage held in class: 26.665%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: not applicable
Nature of relevant interest(s): Steven Newman is the beneficial owner of
shares pursuant to a Long Term Incentive plan, under which the shares are
held on trust subject to certain performance targets being met over the
period 1st April 2014 to 31st March 2017, upon which the shares will vest.
For that relevant interest,--
(a) number held in class: 51,172
(b) percentage held in class: 0.085%
(c) current registered holder(s): Wayne Hudson and Anthony Gibson as trustees
of the trust which holds securities on behalf of participants in the Long
Term Incentive Plan
(d) registered holder(s) once transfers registered: not applicable
Nature of relevant interest(s): Steven Newman has the power to control the
acquisition or disposition of, and has the power to exercise or to control
the exercise of, a right to vote the shares held by Alexandra Ashley Newman,
his daughter.
For that relevant interest,--
(a) number held in class: 5,700
(b) percentage held in class: 0.010%
(c) current registered holder(s): Alexandra Ashley Newman
(d) registered holder(s) once transfers registered: N/A
Nature of relevant interest(s): Steven Newman has the power to control the
acquisition or disposition of, and has the power to exercise or to control
the exercise of, a right to vote the shares held by Henry James Newman, his
son.
For that relevant interest,--
(a) number held in class: 3,400
(b) percentage held in class: 0.006%
(c) current registered holder(s): Henry James Newman
(d) registered holder(s) once transfers registered: N/A
Details for NMC Trustees Limited as trustee of the NMC Investment Trust
Nature of relevant interest(s): NMC Trustees Limited as trustee of the NMC
Investment Trust is the registered holder of 15,999,194 ordinary shares
(which it holds on trust for the beneficiaries of the NMC Investment Trust),
and has the power to exercise the right to vote, and dispose of, those
ordinary shares. The shares held by NMC Trustees Limited as trustee of the
NMC Investment Trust are subject to the restrictions on transfer outlined
above and more fully described in Steven Newman and NMC Trustees Limited as
trustee of the NMC Investment Trust's disclosure on 15 August 2014, except
for 1,599,920 of the shares it holds, which are no longer Escrowed Shares.
For that relevant interest,--
(a) number held in class: 15,999,194
(b) percentage held in class: 26.665%
(c) current registered holder(s): NMC Trustees Limited as trustee of the NMC
Investment Trust
(d) registered holder(s) once transfers registered: N/A
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): 21 McGiven Place, Coatesville,
Albany, Auckland, 0793
Contact details: Steven Newman, Email: [email protected], Phone: +64
9 415 15 65
Nature of connection between substantial product holders: Steven Newman is
the holder of 20% or more of the shares in NMC Trustees Limited and has the
power to control dealings and voting of shares held by NMC Trustees Limited
as trustee of the NMC Investment Trust.
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: EROAD
Limited
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.
End CA:00265037 For:ERD Type:SSH Time:2015-05-29 15:23:28
