FIN
02/03/2015 15:54
SSH
NOT PRICE SENSITIVE
REL: 1554 HRS Finzsoft Solutions Limited
SSH: FIN: SSH Notice - HGH (ICT Investments No. 2) Limited ("HGH2")
DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
Section 276, Financial Markets Conduct Act 2013
TO: NZX Limited
and
TO: Finzsoft Solutions Limited ("FIN")
Date this disclosure made: 2 March 2015
Date on which substantial holding began: 2 March 2015
Substantial product holder giving disclosure
Full name: HGH (ICT Investments No. 2) Limited ("HGH2")
Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for: HGH2
For this disclosure:
(a) total number held in class: 5,646,438
(b) total in class: 8,566,163
(c) total percentage held in class: 65.916%
Details of relevant interests
Details for: HGH2
Nature of relevant interest(s): Future power to control the disposition of
all of the financial products in FIN beneficially owned by Silverlake HGH
Limited ("Silverlake HGH") pursuant to clause 31.12 of Silverlake HGH's
constitution (attached as document "A", 32 pages).
For that relevant interest:
(a) number held in class: 5,646,438
(b) percentage held in class: 65.916%
(c) current registered holder(s): Silverlake HGH
(d) registered holder(s) once transfers are registered: NA
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: On 27
February 2015, Silverlake HGH made a full takeover offer under the Takeovers
Code to acquire all the equity securities in FIN ("Offer"). On 2 March 2015,
Silverlake HGH acquired 5,646,438 shares in FIN under the Offer.
HGH2 holds 49% of the shares in Silverlake HGH.
Clause 31.12 of Silverlake HGH's constitution contains deadlock provisions
which provide that after 18 December 2019, if the board of Silverlake HGH
cannot agree on a "Fundamental Matter" (as defined in the constitution),
either Silverlake Axis Ltd or HGH2 may give notice to the other specifying a
cash price at which Silverlake HGH will sell all of the financial products in
FIN beneficially owned by Silverlake HGH to Silverlake Axis Ltd or HGH2.
Silverlake Axis Ltd and HGH2 must take all steps to give effect to that
transaction, including, to the extent required by law, by making a full
takeover offer for FIN under the Takeovers Code in order to facilitate the
sale and purchase of Silverlake HGH's financial products in FIN.
Additional information
Address(es) of substantial product holder(s): 22 Winscombe Street, Belmont,
Auckland, 0622
Contact details: Andrew Holliday
Phone: +64 21 355 492
Email: [email protected]
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:
Silverlake HGH and Silverlake Axis Ltd.
Certification
I, Andrew Alexander Holliday, 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:00261350 For:FIN Type:SSH Time:2015-03-02 15:54:49
