FIN
07/04/2015 16:21
SSH
NOT PRICE SENSITIVE
REL: 1621 HRS Finzsoft Solutions Limited
SSH: FIN: SSH Notice - HGH (ICT Investments No. 2) Limited
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: Finzsoft Solutions Limited ("FIN")
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 2 April 2015
Date this disclosure made: 7 April 2015
Date last disclosure made: 20 March 2015
Substantial product holder giving disclosure
Full name(s): HGH (ICT Investments No. 2) Limited ("HGH2")
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares
Summary for: HGH2
For this disclosure:
(a) total number held in class: 7,528,990
(b) total in class: 8,566,164
(c) total percentage held in class: 87.892%
For last disclosure:
(a) total number held in class: 6,608,719
(b) total in class: 8,566,164
(c) total percentage held in class: 77.149%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 27
February 2015, Silverlake HGH Limited ("Silverlake HGH") made a full takeover
offer under the Takeovers Code to acquire all the equity securities in FIN
("Offer").
Since the last disclosure dated 20 March 2015, Silverlake HGH has become the
legal and beneficial owner of a further 920,271 ordinary shares in FIN. The
Offer closed on 30 March 2015. Under the Offer, Silverlake HGH became the
registered holder and beneficial owner of 7,528,990 ordinary shares in FIN,
in aggregate (representing 87.892% of all of the ordinary shares in FIN).
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.
Details after relevant event
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
pursuant to clause 31.12 of Silverlake HGH's constitution.
For that relevant interest:
(a) number held in class: 7,528,990
(b) percentage held in class: 87.892%
(c) current registered holder(s): Silverlake HGH
(d) registered holder(s) once transfers are registered: NA
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:00262823 For:FIN Type:SSH Time:2015-04-07 16:21:53
