Ann: SSH: EVO: SSH Notice - Mark Finlay

• Release Date: 05/12/14 09:34
• Summary: SSH: EVO: SSH Notice - Mark Finlay
• Price Sensitive: No
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					EVO
05/12/2014 09:34
SSH
NOT PRICE SENSITIVE
REL: 0934 HRS Evolve Education Group Limited

SSH: EVO: SSH Notice - Mark Finlay

Disclosure of beginning to have substantial holding
Section 276, 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 Evolve Education Group Limited (Evolve)
Date this disclosure made: 5 December 2014
Date on which substantial holding began: 5 December 2014

Substantial product holder(s) giving disclosure
Full name(s): Mark Finlay

Summary of substantial holding
Class of quoted voting products: Ordinary shares in Evolve (Shares) with
security code SKO EVO
Summary for Mark Finlay

For this disclosure,--
(a) total number held in class: 21,347,382
(b) total in class: 177,100,000
(c) total percentage held in class: 12.05%
Details of relevant interests

Details for Mark Finlay
Nature of relevant interest(s): Mark Finlay as trustee of the Mark Finlay
Investment No. 2 Trust (together with the other trustee Geoffrey Hosking) are
the registered holders and beneficial owners of 20,138,542 Shares (the Mark
Finlay Investment No. 2 Trust Shares), and have the power to exercise a right
to vote attached to, and to dispose of, the Mark Finlay Investment No. 2
Trust Shares.  On 24 November 2014, Mark Finlay and Geoffrey Hosking as
trustees of the Mark Finlay Investment No. 2 Trust entered into a deed of
embargo with Evolve, amongst others, (the Deed of Embargo) under which Mark
Finlay and Geoffrey Hosking as trustees of the Mark Finlay Investment No. 2
Trust agree and undertake not to sell or otherwise dispose of the Mark Finlay
Investment No. 2 Trust Shares until the 8am on the date that is 2 years after
the date of completion under the Sale and Purchase Agreement of shares in
Lollipops Educare Holdings Limited entered into between Evolve and the
shareholders of Lollipops Educare Holdings Limited.  Pursuant to the terms of
the Deed of Embargo, Mark Finlay as a trustee of the Mark Finlay Investment
No. 2 Trust has qualified his respective interest in the Mark Finlay
Investment No. 2 Trust Shares.
A copy of the Deed of Embargo is attached to this notice (12 pages).

For that relevant interest,--
(a) number held in class: 20,138,542
(b) percentage held in class: 11.37%
(c) current registered holder(s): Mark Finlay and Geoffrey Hosking as
trustees of the Mark Finlay Investment No. 2 Trust
(d) registered holder(s) once transfers are registered: Not applicable

Nature of relevant interest(s): Mark Finlay as trustee of the HR Finlay
Family Trust (together with the other trustee Mark Dobson Trustee Company
Limited) are the registered holders and beneficial owners of 1,208,840 Shares
(the HR Finlay Family Trust Shares), and have the power to exercise a right
to vote attached to, and to dispose of, the HR Finlay Family Trust Shares.
On 24 November 2014, Mark Finlay and Mark Dobson Trustee Company Limited as
trustees of the HR Finlay Family Trust entered into a deed of embargo with
Evolve, amongst others, (the Deed of Embargo) under which Mark Finlay and
Mark Dobson Trustee Company Limited as trustees of the HR Finlay Family Trust
agree and undertake not to sell or otherwise dispose of the HR Finlay Family
Trust Shares until the 8am on the date that is 2 years after the date of
completion under the Sale and Purchase Agreement of shares in Lollipops
Educare Holdings Limited entered into between Evolve and the shareholders of
Lollipops Educare Holdings Limited.  Pursuant to the terms of the Deed of
Embargo, Mark Finlay as a trustee of the HR Finlay Family Trust has qualified
his respective interest in the HR Finlay Family Trust Shares.
A copy of the Deed of Embargo is attached to this notice (12 pages).

For that relevant interest,--
(a) number held in class: 1,208,840
(b) percentage held in class: 0.68%
(c) current registered holder(s): Mark Finlay and Mark Dobson Trustee
Limited as trustees of the HR Finlay Family Trust
(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:
As an existing holder of the Mark Finlay Investment No. 2 Trust Shares and
the HR Finlay Family Trust Shares, Mark Finlay became a substantial security
holder upon Evolve listing on the NZX Main Board, which is a registered
exchange operated by NZX Limited.

Additional information
Address(es) of substantial product holder(s): 430 Ridge Road, Coatsville,
Auckland
Contact details: +64 9 377-8700, [email protected]
*Nature of connection between substantial product holders: not applicable
*Omit if disclosure is made for only 1 substantial product holder.
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: Geoffrey
Hosking

*Disclosure has effect for purposes of directors' and senior managers'
disclosure
Not applicable
*Omit if inapplicable (see section 302 of the Financial Markets Conduct Act
2013).

Certification
I, Mark Finlay, 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:00258550 For:EVO    Type:SSH        Time:2014-12-05 09:34:22