ERD
15/08/2014 11:45
SSH
REL: 1145 HRS EROAD Limited
SSH: ERD: SSH Notice - (EROAD Limited)
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: EROAD Limited
Date this disclosure made: 15 August 2014
Substantial security holder(s) giving disclosure
Name(s): EROAD Limited
Contact details: Steven Newman
Email: [email protected]
Phone: +64 9 415 15 65
Date on which substantial security holder(s) began to have substantial
holding: 15 August 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for: EROAD Limited
For this 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 relevant interests currently in substantial holding
Details for EROAD Limited
Nature of relevant interest(s): Each of the directors, members of the
executive management team and the staff and close business associates of
EROAD who were issued shares on 15 June 2014 (together, the Escrowed
Shareholders) have entered into escrow arrangements with EROAD in respect of
the following shares (the Escrowed Shares) pursuant to restricted security
agreements (33 pages, attached) or the terms of issue of the relevant shares:
- For each Escrowed Shareholder that also sold shares through the
initial public offering of EROAD Limited's shares (the Offer), the shares
held by that Escrowed Shareholder upon the listing of EROAD Limited less any
shares offered for sale by the Escrowed Shareholder under the Offer;
- For each Escrowed Shareholder that acquired shares on 15 June 2014 as
a staff member or close business associate of EROAD Limited, the shares
acquired by that Escrowed Shareholder on 15 June 2014; and
- For each other Escrowed Shareholder, the shares held by that Escrowed
Shareholder upon the listing of EROAD Limited.
Under these arrangements, 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:
- 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;
- 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
- An Escrowed Shareholder may sell or otherwise transfer any of the
Escrowed Shares held by that Escrowed Shareholder:
- With the approval of the directors of EROAD Limited who are not
"interested" in the decision (as that term is defined in the Companies Act
1993), EROAD Limited and NZX;
- To an "affiliate" of the Escrowed Shareholder (being a person owned
or controlled by, or under common ownership or control with, the Escrowed
Shareholder and in relation to a family trust includes any beneficiary of
that trust), provided that such affiliate has agreed to be bound by the
escrow terms; or
- In connection with a takeover offer made in respect of the shares
under the Takeovers Code or similar scheme of arrangement.
These restrictions do not apply, and therefore no approval is needed, for an
Escrowed Shareholder to grant a security interest in favour of a bona fide
lender to that Escrowed Shareholder.
For that relevant interest,--
(a) number held in class: 23,817,593
(b) percentage held in class: 39.696%
(c) current registered holder(s) of securities: See attached schedule
(d) registered holder(s) of securities once transfers registered: N/A
Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form: EROAD Limited became a substantial security
holder upon EROAD's ordinary shares being quoted on the NZX Main Board.
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): 260 Oteha Valley Road, Albany,
Auckland, 0632, New Zealand
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: Steven Newman and NMC Trustees Limited as trustee of
the NMC Investment Trust
Declaration
I, Steven Newman, 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.
Schedule: [attached]
End CA:00253942 For:ERD Type:SSH Time:2014-08-15 11:45:21
