JWI
28/10/2014 10:55
SSH
REL: 1055 HRS Just Water International Limited
SSH: JWI: SSH Notice - Harvard JV
Disclosure by the Harvard JV (comprising its members described below, acting
jointly and in concert) of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Just Water International Limited (NZAX:JWI)
Date this disclosure made: 28 October 2014
Substantial security holder(s) giving this disclosure
Name(s): (Members of the Harvard JV). Please note separate notices are given
by The Harvard Group Limited. Anthony Edwin Falkenstein and Ian Donald
Malcolm
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin
Trust
- Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the
Jeanette Trust
- Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the
Falkenstein University of Auckland Business School Charitable Trust
- Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the
Falkenstein Onehunga Business School Charitable Trust
- Anthony Edwin Falkenstein and Leon Fourie as trustees of the Falkenstein
Unitec Business School Charitable Trust
- Anthony Edwin Falkenstein as trustee of The Renate Share Trust
- Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008
Limited as trustees of the Mairangi Trust
Contact details: Anthony Edwin Falkenstein: email: [email protected]
phone: 021 950 856
Date on which substantial security holder(s) began to have substantial
holding: 27 October 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in Just Water
International Limited
Summary for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of
the Edwin Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Summary for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee
of the Jeanette Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Summary for: Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees
of the Falkenstein University of Auckland Business School Charitable Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Summary for: Anthony Edwin Falkenstein and Christopher Roy Saunders as
trustees of the Falkenstein Onehunga Business School Charitable Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Summary for: Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Summary for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Summary for: Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and
Mairangi 2008 Limited as trustees of the Mairangi Trust
For this disclosure,--
(a) total number held in class: 63,343,652
(b) total in class: 89,477,174
(c) total percentage held in class: 70.793%
Details of relevant interests currently in substantial holding
Details for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of
the Edwin Trust
The following information is together defined for the purposes of this notice
as "the Relevant Details"
Nature of relevant interest(s): Registered holders of securities with the
power to control the acquisition or disposition of ordinary shares in Just
Water International Limited on the terms and subject to the limitations set
out in the Joint Venture Agreement described below.
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities:
- The Harvard Group Limited as to 53,936,342 ordinary shares in Just Water
International Limited
- Anthony Edwin Falkenstein as to 796,310 ordinary shares in Just Water
International Limited
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin
Trust as to 1,268,000 ordinary shares in Just Water International Limited
- Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the
Jeanette Trust as to 1,268,000 ordinary shares in Just Water International
Limited
- Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of the
Falkenstein University of Auckland Business School Charitable Trust as to
2,000,000 ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of the
Falkenstein Onehunga Business School Charitable Trust as to 2,000,000
ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the Edwin
Trust as bare trustee for Anthony Edwin Falkenstein and Leon Fourie as
trustees of the Falkenstein Unitec Business School Charitable Trust as to
2,000,000 ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to 50,000
ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008
Limited as trustees of the Mairangi Trust as to 25,000 ordinary shares in
Just Water International Limited
d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee
of the Jeanette Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities: see Relevant Details above
(d) registered holder(s) of securities once transfers registered:
N/A as no transfer being registered
Details for: Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees
of the Falkenstein University of Auckland Business School Charitable Trust
Nature of relevant interest(s): See Relevant Details above
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities: See Relevant Details above
(d) registered holder(s) of securities once transfers registered:
N/A as no transfer being registered
Details for: Anthony Edwin Falkenstein and Christopher Roy Saunders as
trustees of the Falkenstein Onehunga Business School Charitable Trust
Nature of relevant interest(s): See Relevant Details above
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities: See Relevant Details above
(d) registered holder(s) of securities once transfers registered:
N/A as no transfer being registered
Details for: Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust
Nature of relevant interest(s): See Relevant Details above
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities: See Relevant Details above
(d) registered holder(s) of securities once transfers registered:
N/A as no transfer being registered
Details for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust
Nature of relevant interest(s): See Relevant Details above
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities: See Relevant Details above
(d) registered holder(s) of securities once transfers registered:
N/A as no transfer being registered
Details for: Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and
Mairangi 2008 Limited as trustees of the Mairangi Trust
Nature of relevant interest(s): See Relevant Details above
For that relevant interest,--
(a) number held in class: 63,343,652
(b) percentage held in class: 70.793%
(c) current registered holder(s) of securities: See Relevant Details above
(d) registered holder(s) of securities once transfers registered:
N/A as no transfer being registered
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:
On 27 October 2014, The Harvard Group Limited, Anthony Edwin Falkenstein and
Ian Donald Malcolm as trustees of the Edwin Trust, Heather Jeanette
Falkenstein and Ian Donald Malcolm as trustees of the Jeanette Trust, Anthony
Edwin Falkenstein as sole trustee of The Renate Share Trust, Anthony Edwin
Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as
trustees of the Mairangi Trust, Anthony Edwin Falkenstein, Anthony Edwin
Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare
trustees for Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust, Anthony Edwin
Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein
Onehunga Business School Charitable Trust and Anthony Edwin Falkenstein and
Gregory Paul Whittred as trustees of the Falkenstein University of Auckland
Business School Charitable Trust entered into a joint venture agreement
("Joint Venture Agreement") pursuant to which the parties agreed to act in
concert in respect of a full takeover offer for all of the securities on
issue in Just Water International Limited not already held by the parties and
the disposition of securities by the parties.
A copy of the Joint Venture Agreement accompanies this notice.
Additional information
Nature of connection between substantial security holders:
The Harvard Group Limited, Anthony Edwin Falkenstein and Ian Donald Malcolm
as trustees of the Edwin Trust, Heather Jeanette Falkenstein and Ian Donald
Malcolm as trustees of the Jeanette Trust, Anthony Edwin Falkenstein as sole
trustee of The Renate Share Trust, Anthony Edwin Falkenstein, Heather
Jeanette Falkenstein and Mairangi 2008 Limited as trustees of the Mairangi
Trust, Anthony Edwin Falkenstein, Anthony Edwin Falkenstein and Ian Donald
Malcolm as trustees of the Edwin Trust as bare trustees for Anthony Edwin
Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business
School Charitable Trust, Anthony Edwin Falkenstein and Christopher Roy
Saunders as trustees of the Falkenstein Onehunga Business School Charitable
Trust and Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of
the Falkenstein University of Auckland Business School Charitable Trust are
parties to the Joint Venture Agreement.
Address(es) of substantial security holder(s):
c/o Harvard JV
3 Dudley Road
Mission Bay
Auckland 1071
New Zealand
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: The Harvard Group Limited, Anthony Edwin Falkenstein
and Ian Donald Malcolm
Declaration
I, Anthony Edwin Falkenstein, 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.
End CA:00256882 For:JWI Type:SSH Time:2014-10-28 10:55:17
