Ann: SSH: EVO: SSH Notice - Evolve Education Group Limited

• Release Date: 05/12/14 09:16
• Summary: SSH: EVO: SSH Notice - Evolve Education Group Limited
• Price Sensitive: No
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					EVO
05/12/2014 09:16
SSH
NOT PRICE SENSITIVE
REL: 0916 HRS Evolve Education Group Limited

SSH: EVO: SSH Notice - Evolve Education Group Limited

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013

To NZX Limited
and
To Evolve Education Group Limited
Date this disclosure made: 4 December 2014
Date on which substantial holding began: 4 December 2014

Substantial product holder(s) giving disclosure

Full name(s): Evolve Education Group Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for Evolve Education Group Limited

For this disclosure,--

(a) total number held in class: 44,765,446
(b) total in class: 177,082,724
(c) total percentage held in class: 25.28%

Details of relevant interests

Details for Evolve Education Group Limited
Nature of relevant interest(s): Power to control sale of shares pursuant to
four Escrow Deeds with shareholders of the Evolve Education Group Limited
dated 14 November 2014, 14 November 2014, 24 November 2014 and 4 December
2014. Copies of the Escrow Deeds are attached to this notice (49 pages).

For that relevant interest,--

(a) number held in class: 44,765,446
(b) percentage held in class: 25.28%
(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

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure:
Kern Group NZ Limited, Wraith Capital Group NZ Limited, and Stuart James and
Gillian James as trustees of the S.B. James Superannuation Fund have entered
into an Escrow Deed with Evolve Education Group Limited dated 14 November
2014 (Founders Deed). Norah Barlow, Alistair Ryan, Alan Wham, Vivek Singh,
David Smith, Beverley Gordon and Paula Hawkings have entered into an Escrow
Deed with Evolve Education Group Limited dated 14 November 2014
(Director/Manager Deed). Mark Finlay and Geoffrey Hosking; Russell Thompson
and Geoffrey Hosking; ScottFin ECE Limited; and Mark Finlay and Mark Dobson
Trustee Company Limited have entered into an Escrow Deed with Evolve
Education Group Limited dated 4 December 2014 (Lollipops Deed). Nigel Douglas
Bamford & Bronwyn Edith Bamford as trustee for Ownassets Superannuation Fund;
Grant Walter Sawford and Amanda Maree Sawford as trustees for the GAS Family
Trust; Kenneth John Robertson and Ann-Maree Robertson as trustees for the
Tristania Superannuation Fund; and Jason Iain Prosser & Kim Patricia Prosser
as trustees for JK Family Trust have entered into an Escrow Deed with Evolve
Education Group Limited dated 24 November 2014 (Hayes Knight Deed).
Each Escrow Deed provides that during the Embargo Period the  parties to the
deed (other than Evolve Education Group Limited) will not agree to sell,
grant an option over, assign, transfer or otherwise dispose of any of their
shares, other than:
- in connection with a partial or full takeover offer under the
Takeovers Code or if an amalgamation or scheme of arrangement with respect to
the shares is proposed; or
- where they hold shares in their capacity as a trustee of a trust, to
a new or replacement trustee of that trust (provided that the trustee enters
into an escrow deed with Evolve Education Group Limited) (where applicable);
or
- to an 'associated person' with the prior written approval of the
non-interested Directors (provided that the associated person enters into an
escrow deed with Evolve Education Group Limited).
The Embargo Period for each of the Founders Deed, Director/Manager Deed and
Hayes Knight Deed is the period from the date of the relevant deed to 8am on
the date that is two years after the date of commencement of quotation and
trading of the shares on the NZX Main Board. The Embargo Period for the
Lollipops Deed is the period commencing on the date of completion under the
Sale and Purchase Agreement between Evolve Education Group Limited and the
vendors of Lollipops Educare Holdings Limited and ending on the date that is
two years after the date of completion of that agreement.

Additional information

Address(es) of substantial product holder(s): Level 2, 54 Fort Street,
Auckland 1010, New Zealand
Contact details: [email protected], 027 200 0982
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: Mark
Finlay and Geoffrey Hosking

Certification

I, Vivek Singh, 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.

Name of shareholder
Number of escrowed shares
Kern Group NZ Limited 2,285,369
Wraith Capital Group NZ Limited 2,285,369
Stuart James and Gillian James as trustees of the S.B. James Superannuation
Fund     2,285,369
Norah Barlow 80,000
Alistair Ryan 80,000
Alan Wham 550,000
Vivek Singh 300,000
David Smith 80,000
Beverley Gordon 80,000
Paula Hawkings 80,000
Mark Finlay and Geoffrey Hosking 20,138,542
Russell Thompson and Geoffrey Hosking 8,257,069
ScottFin ECE Limited 6,605,450
Mark Finlay and Mark Dobson Trustee Company Limited 1,208,840
Nigel Douglas Bamford and Bronwyn Edith Bamford as trustee for Ownassets
Superannuation Fund    89,888
Grant Walter Sawford and Amanda Maree Sawford as trustees for The GAS Family
Trust    89,888
Kenneth John Robertson and Ann-Maree Robertson as trustees for the Tristania
Superannuation Fund    179,774
Jason Iain Prosser and Kim Patricia Prosser as trustees for JK Family Trust
  89,888
 44,765,446
End CA:00258548 For:EVO    Type:SSH        Time:2014-12-05 09:16:54