FIN
02/03/2015 15:50
SSH
NOT PRICE SENSITIVE
REL: 1550 HRS Finzsoft Solutions Limited
SSH: FIN: SSH Notice - Silverlake Axis Ltd. ("Silverlake Axis")
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Finzsoft Solutions Limited ("Finzsoft")
Date this disclosure made: 2 March 2015
Date on which substantial holding began: 2 March 2015
Substantial product holder(s) giving disclosure
Full name(s): Silverlake Axis Ltd. ("Silverlake Axis")
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Finzsoft (NZX:FIN)
Summary for: Silverlake Axis
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: Silverlake Axis
Nature of relevant interest(s): Future power to control the
disposition of all of the financial products in Finzsoft beneficially owned
by Silverlake HGH Limited ("Bidco") pursuant to clause 31.12 of Bidco'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 Limited
(d) registered holder(s) once transfers are registered: N/A
Details of transactions and events giving rise to substantial holding
On 27 February 2015, Bidco made a full takeover offer for all of the shares
and other equity securities in Finzsoft (the "Offer"). On 2 March 2015,
Bidco acquired 5,646,438 ordinary shares in Finzsoft under the Offer.
Silverlake Axis holds 51% of the shares in Bidco.
Clause 31.12 of Bidco's constitution contains deadlock provisions which
provide that after 18 December 2019 if the board of Bidco cannot agree on a
"Fundamental Matter" (as defined in the constitution) either Silverlake Axis
or HGH (ICT Investments No. 2) Limited ("HGH2") may give notice to the other
specifying a cash price at which Bidco will sell all of the financial
products in Finzsoft beneficially owned by Bidco to Silverlake Axis or HGH2.
Silverlake Axis 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 Finzsoft under the Takeovers Code in order to facilitate
the sale and purchase of Bidco's financial products in Finzsoft.
Additional information
Address of substantial product holder: 26-01/04, 143 Cecil Street, GB
Building, Singapore 069542
Contact details: Kwong Yong Sin
+603 7721 6118
[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 Limited and HGH (ICT Investments No. 2) Limited
Certification
I, Nathanael William Starrenburg, 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:00261348 For:FIN Type:SSH Time:2015-03-02 15:50:26
