ERD
23/12/2015 08:30
SSH
NOT PRICE SENSITIVE
REL: 0830 HRS EROAD Limited
SSH: ERD: SSH: ERD: SPH Notice - Brian Michie
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: 22 December 2015
Date this disclosure made: 23 December 2015
Date last disclosure made: 8 December 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: 18,948,124
(b) total in class: 60,168,864
(c) total percentage held in class: 31.492%
For last disclosure,--
(a) total number held in class: 18,801,271
(b) total in class: 60,168,864
(c) total percentage held in class: 31.248%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 22
December 2015, EROAD Limited (EROAD) entered into a restricted security
agreement (5 pages, attached) with Brian Michie in connection with his
resignation from EROAD effective 31 March 2016 that an extended escrow period
would apply to EROAD ordinary shares held by Brian Michie in accordance with
a restricted security agreement dated 17 July 2014, being 1,756,372 shares
(the Escrowed Shares).
Under the terms agreed, EROAD has the power to control the disposition of the
Escrowed Shares, as Brian Michie (the 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:
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 Shareholder have agreed that the escrow terms outlined
above will apply to the Escrowed Shares to the exclusion of those set out in
the restricted security agreement dated 17 July 2014 to which Brian Michie is
already a party in relation to the Escrowed Shares.
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: 18,948,124
(b) percentage held in class: 31.492%
(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 20,99 shares
Anthony Lombardo 618 shares Michael Swarbrick
64,975 shares
Aparna Gopalakrishnan 824 shares Nigel Gray
4,120 shares
Brian Edward Michie 1,756,377 shares
Nina Elter 4,943 shares
Bruce Wilson, Stephanie Wilson and SW Trust Services (Thirteen) Limited
600,000 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
Sara 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 1,903,879 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:00275617 For:ERD Type:SSH Time:2015-12-23 08:30:29
