Ann: SSH: FPH: SSH Notice - Nicholas Bagnall

• Release Date: 28/11/12 15:28
• Summary: SSH: FPH: SSH Notice - Nicholas Bagnall
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FPH
28/11/2012 13:28
SSH

REL: 1328 HRS Fisher & Paykel Healthcare Corporation Limited

SSH: FPH: SSH Notice - Nicholas Bagnall

Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988

[Note: This form must be completed in accordance with the instructions at the
end of the form.]
(2)

To: NZX Limited(3)
And: Fisher & Paykel Healthcare(4)
Date this disclosure made: 28 November 2012

Substantial security holder(s) giving disclosure

Name(s): Nicholas Bagnall(6)
Contact details: Claire Boffey +64 4 816 6062
Date on which substantial security holder(s) began to have substantial
holding: 26 November 2012 Summary of substantial holding to which disclosure
relates
Class of listed voting securities: Ordinary Shares
Summary for: Nicholas Bagnall

For this disclosure,--
(a) Total number held in class: 26,939,594 (8)
(b) Total in class: 538,095,634(9)
(c) Total percentage held in class: 5.006% (10)

Details of relevant interests in substantial holding after relevant event
Details for: Nicholas Bagnall (7)
Nature of relevant interest(s): Nicholas Bagnall
Beneficial owner of securities under s 5 (1) (b) of the Securities Markets
Act

No relevant agreement document needs to be attached under regulation 11.(14)
For that relevant interest,--(15)
(a) Number held in class: 1,585(16)
(b) P ercentage held in class: 0.000%(17)
(c) Current registered holder(s) of securities: held by Nicholas Bagnall
either directly or indirectly
(d) Registered holder(s) of securities once transfers registered: unknown

Details for: Accident Compensation Corporation ("ACC") Nature of relevant
interest(s):
Qualified powers to exercise control of rights to vote and of acquisition or
disposal of some or all of the securities, of which the ACC is the beneficial
owner under s 5(1) (c)and 5 (1)(d) of the Securities Markets Act. Further to
regulation 11(2)(b), the material terms of this arrangement are that powers
are subject to ACC investment policies and the decisions of the ACC
Investment Committee.

For that relevant interest,
(a) Number held in class: 26,938,009(16)
(b) Percentage held in class: 5.006% (17)
(c) C urrent registered holder(s) of securities: held by ACC via New Zealand
Central Securities Depository Limited (NZCSD)
(d) Registered holder(s) of securities once transfers registered: unknown
[email protected]

?Details of transactions and events giving rise to person beginning to have
substantial holding

Details of the transactions or other events requiring disclosure under the
instructions to this form:
Purchase of 100,000 shares by ACC for net consideration of NZD $248,242.50 on
the 26th November 2012, and the aggregation of interests in securities held
by Nicholas Bagnall and ACC

Additional information
Nicholas Bagnall is an employee and portfolio manager or equity analyst for
ACC. Under current ACC investment policies, he has the discretion to exercise
control over some or all the rights to vote and acquisition or disposal of
some or all of the securities of which ACC is the beneficial owner (20)
Address(es) of substantial security holder(s): ACC : Vogel Centre, 19 Aitken
Street, PO Box 242, Wellington 6140.
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: n/a

Declaration
I, Nicholas Bagnall, declare 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.

Instructions General directions on how to use this form
To use this form--
replace the text in [square brackets] with the relevant information or with
"not applicable"; and
type the information required (it must not be handwritten); and
remove italicised instructions (if you wish); and
attach the relevant agreement documents required by regulation 11 (if any).
You need not set out the disclosure in the same format as the form, but the
format you use must--

use a font and font size that is easily readable; and
include the same headings and words as the default form (other than the
italicised instructions); and
present the information in the same order as the form; and
not be misleading in any way.
If you have a substantial holding in more than 1 class of listed voting
securities of a public issuer, you must make a separate disclosure for each
substantial holding.
If you have a substantial holding in 1 class of listed voting securities of a
public issuer and other relevant interests in less than 5% of another class,
you do not need to disclose the non-substantial holding.

Specific instructions on disclosure required by form

(1) T he relevant event is a movement of 1% or more in the substantial
holding or a change in the nature of any relevant interest in the substantial
holding, or both. Insert the relevant event being disclosed. Both types of
relevant events may be disclosed in 1 disclosure only if they relate to the
same substantial holding.

(2) This is the date of the relevant event for disclosure in this form, and
it may be relevant to subsequent disclosures for this substantial holding.

(3) Disclosure to the registered exchange using this form must be sent (if
reasonably possible) by email in the electronic format required by the
exchange for dissemination, or otherwise by email in another electronic
format, another electronic method, fax, or (if none of these is possible)
delivery.

(4) Disclosure to the public issuer using this form must be sent by email or
another electronic method, fax, or delivery.

(5) Insert the date on which the last disclosure was given to the registered
exchange and
?public issuer for the same substantial holding.

(6) You may give 1 disclosure for 2 or more substantial security holders if--

(a) they have a similar or related substantial holding in the same public
issuer; and
(b) they are disclosing the same type of event disclosure; and
(c) they are associates under section 2(2) of the Act or connected in the
ways set out in section 5B(1)(a) to (e) of the Act (and this association or
connection is set out in the disclosure); and (20)
(d) it is clear which information relates to which substantial security
holder(s) in the disclosure, and the disclosure is not confusing in any other
way as a consequence.

(7) State which substantial security holder(s) the summary or details are
for, and give separate summaries or details (repeated within form or attached
to form) for each substantial security holder for whom the information
differs.

(8) For this disclosure, the total number held in class is the total number
of listed voting securities, in the class, in which the named substantial
security holder has a relevant interest at the time of the relevant event for
this disclosure.
For the last disclosure, the total number held in class is the total number
of listed voting securities, in the class, in which the named substantial
security holder had a relevant interest on the date of the relevant event for
that disclosure (see the date given for the relevant event in form 1(4) or
for the relevant event in form 2,(2) whichever form was used for the last
disclosure).

(9) For this disclosure, the total in class is the total number of listed
voting securities in the class that was most recently published in a document
published by the public issuer and distributed to holders of that class, or
on the registered exchange's website (see section 29 of the Act), unless you
know that number is not correct.
For the last disclosure, the total in class is the total stated in the last
disclosure, unless you know that number was not correct.

(10) The total percentage held in class is the total number held in class(8)
(for the relevant disclosure) divided by the total in class(9) (for the
relevant disclosure) multiplied by 100 (rounded to 3 decimal places).

(11) Disclosure is required for the transactions or events as a result of
which (together or alone)--
(a) there was a movement of 1% or more in the substantial holding; or
(b) there was a change in nature of any relevant interest in the substantial
holding.

(12) For each of those transactions or events, or for on-market trades that
may be aggregated under these instructions,(13) insert the following details
as a narrative or list, clearly indicating which relevant interest or
interests were affected and (if disclosure is given for more than 1
substantial security holder) who was the substantial security holder:
(a) t he date of the transaction or event (or date of beginning and end of
period of aggregated on-market trades):
(b) the nature of the transaction or event. This is the means by which the
relevant interest was acquired, disposed of, or changed in nature (for
example, "exercise of options", "entry into pre-bid agreement"):
(c) the name of any other party or parties to the transaction or event (if
known and if not an on-market trade):
(d) the consideration, expressed in New Zealand dollars, paid or received for
the acquisition, disposal, or change in nature of the relevant interest (or
the total consideration paid or received for aggregated on-market trades). If
the consideration was not in cash, and cannot readily be converted into a
cash value, describe that consideration:
(e) the number of securities to which the transaction or event related (or
total number of securities to which the aggregated on-market trades related).

?(13) On-market trades may be aggregated for the purposes of this disclosure
(but acquisitions and dispositions must be separately aggregated).(12) An
on-market trade is an acquisition or disposition of a listed voting security
that is traded on, or reported through, the trading system operated by the
registered exchange or an exchange set out in Schedule 2.

(14) Describe, as at the date of the relevant event, the nature of each
relevant interest in the substantial holding, and--
(a) state that the relevant interest is "qualified" or "conditional" if there
is any qualification on the substantial security holder's relevant interest
power to exercise, or control the exercise of, a right to vote, acquire, or
dispose of any of the securities in the substantial holding; and
(b) include the details of any trust, arrangement, agreement, or
understanding under which, or by virtue of which, the relevant interest or
that qualification arises (relevant agreement); and
(c) if there is a relevant agreement for a relevant interest or
qualification, attach, to the disclosure, the relevant agreement (if in
writing) or (if the relevant agreement is not in writing) a document setting
out its material terms (a relevant agreement document) unless--
(i) the relevant agreement document has been attached to a previous
disclosure and you state this fact and give the date of the previous event
disclosure; or
(ii) the exemption for ownership relevant interests under regulation 13
applies; or
(iii) the investment management contract exemption under regulation 14
applies; or
(iv) the Securities Commission has granted an exemption from regulation 11.

(15) If you have more than 1 relevant interest in the substantial holding,
you must provide this information for each type of relevant interest (by
separately repeating it within the form, or attaching it to the form, for
each relevant interest for which the information differs) and clearly
indicate to which relevant interest the information relates.

(16) The number held in class is the number of listed voting securities, in
the class, in which the named substantial security holder has the described
relevant interest.(14)

(17) The percentage held in class is the number held in class(16) divided by
the total in class(9) multiplied by 100 (rounded to 3 decimal places).

(18) This is the person who is the current registered holder of the
securities to which the relevant interest relates. If this person is not
known, state "unknown". If there is no change since the last disclosure,
state "no change". If there are different registered holders for different
parcels of securities, clearly indicate which registered holder relates to
which securities.

(19) This is the person who will be the registered holder once all transfers
(if any) disclosed in the form are registered. If this person is not known,
state "unknown". If there is no change since the last disclosure, state "no
change". If there are different registered holders for different parcels of
securities, clearly indicate which registered holder relates to which
securities.

(20) This is the justification for giving the disclosure for more than 1
substantial security holder.(6)
?
End CA:00230344 For:FPH    Type:SSH        Time:2012-11-28 13:28:38