FIN
23/03/2015 08:36
SSH
NOT PRICE SENSITIVE
REL: 0836 HRS Finzsoft Solutions Limited
SSH: FIN: SSH Notice - Silverlake Axis Ltd
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 ("Finzsoft")
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 20 March 2015
Date this disclosure made: 20 March 2015
Date last disclosure made: 17 March 2015
Substantial product holder(s) giving disclosure
Full name: 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: 6,608,719
(b) total in class: 8,566,164
(c) total percentage held in class: 77.149%
For last disclosure,--
(a) total number held in class: 6,452,469
(b) total in class: 8,566,164
(c) total percentage held in class: 75.325%
Details of transactions and events giving rise to relevant event
On 27 February 2015, Silverlake HGH Limited ("Bidco") made a full takeover
offer for all of the shares and other equity securities in Finzsoft (the
"Offer"). Since the last disclosure dated 17 March 2015, Bidco has become
the legal and beneficial owner of a further 156,250 ordinary shares in
Finzsoft. As at the time of this notice, Bidco is the registered holder and
beneficial owner of 6,608,719 ordinary shares in Finzsoft, in aggregate
(representing 75.325% of all of the ordinary shares in Finzsoft).
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. A copy of
Bidco's constitution was provided with Silverlake Axis' disclosure dated 2
March 2015.
Details after relevant event
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 Bidco
pursuant to clause 31.12 of Bidco's constitution
For that relevant interest,--
(a) number held in class: 6,608,719
(b) percentage held in class: 77.149%
(c) current registered holder(s): Silverlake HGH Limited
(d) registered holder(s) once
transfers are registered: N/A
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: HGH (ICT
Investments No. 2) Limited and Silverlake HGH 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:00262143 For:FIN Type:SSH Time:2015-03-23 08:36:21
