- Release Date: 26/11/14 09:25
- Summary: SSH: JWI: SSH Notice - Ian Donald Malcolm
- Price Sensitive: No
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JWI 26/11/2014 09:25 SSH NOT PRICE SENSITIVE REL: 0925 HRS Just Water International Limited SSH: JWI: SSH Notice - Ian Donald Malcolm Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both Sections 23 and 24, Securities Markets Act 1988 Relevant event being disclosed: Movement of 1% or more in substantial holding and change in nature of relevant interest Date of relevant event: 25 November 2014 To: NZX Limited And: Just Water International Limited (NZAX:JWI) Date this disclosure made: 26 November 2014 Date last disclosure made: 24 November 2014 Substantial security holder(s) giving disclosure Name(s): Ian Donald Malcolm Contact details: Ian Donald Malcolm: email: [email protected] phone: (+64 9) 917 2893 Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary shares in Just Water International Limited Summary for: Ian Donald Malcolm For this disclosure,-- (a) total number held in class: 67,955,203 (b) total in class: 89,477,174 (c) total percentage held in class: 75.947% For last disclosure,-- (a) total number held in class: 65,848,505 (b) total in class: 89,477,174 (c) total percentage held in class: 73.593% Details of transactions and events giving rise to relevant event 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 (each a member of "Harvard JV") entered into an unincorporated 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. At the date of the Joint Venture Agreement the members of Harvard JV held in aggregate 63,343,652 (70.793%) ordinary shares in Just Water International Limited. A copy of the Joint Venture Agreement accompanied the disclosure notice dated 28 October 2014. On 14 November 2014, Harvard JV made an unconditional full cash takeover offer for all of the ordinary shares in Just Water International Limited at 15 cents per share and all of the options to subscribe for ordinary shares in Just Water International Limited at the offer prices set out in the Offer Document ("Offer"). A copy of the Offer Document dated 14 November 2014 and Target Company Statement dated 11 November 2014 were sent by Harvard JV to NZX Limited on 14 November 2014. Further to the disclosures set out in the disclosure notice dated 24 November 2014, during the course of 24 November 2014, Harvard JV received acceptances under the Offer in respect of a further 155,814 (0.174%) ordinary shares in Just Water International Limited. On 24 November 2014, The Harvard Group Limited acquired 591,842 (0.661%) ordinary shares in Just Water International Limited at the offer price of 15 cents per share in accordance with the terms of the Offer. On 25 November 2014, Harvard JV received further acceptances to the Offer in respect of 1,950,742 (2.180%) ordinary shares in Just Water International Limited. Details of relevant interests in substantial holding after relevant event Details for: Ian Donald Malcolm Nature of relevant interest(s): Registered holder and beneficial owner 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 and the Offer. For that relevant interest,-- (a) number held in class: 67,955,203 (b) percentage held in class: 75.947% (c) current registered holder(s) of securities: - The Harvard Group Limited as to 55,846,644 (62.414%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as to 796,310 (0.890%) 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 (1.417%) 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 (1.417%) 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 (2.235%) 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 (2.235%) 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 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to 50,000 (0.056%) 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 (0.028%) ordinary shares in Just Water International Limited - Ian Donald Malcolm as to 133,096 (0.149%) ordinary shares in Just Water International Limited - MELT Investments Limited as corporate trustee of the Malcolm Education and Lifestyle Trust as to 161,455 (0.180%) ordinary shares in Just Water International Limited - Ian Donald Malcolm and Jillian Dawn Reid as trustees of the Reid Family Trust as to 300,000 (0.335%) ordinary shares in Just Water International Limited - Various shareholders of Just Water International Limited (details unknown) as to 2,542,584 (2.842%) ordinary shares in Just Water International Limited (in aggregate) (d) registered holder(s) of securities once transfers registered: - The Harvard Group Limited as to 57,953,200 (64.769%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as to 796,310 (0.890%) 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 (1.417%) 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 (1.417%) 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 (2.235%) 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 (2.235%) 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 (2.235%) ordinary shares in Just Water International Limited - Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to 50,000 (0.056%) 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 (0.028%) ordinary shares in Just Water International Limited - Ian Donald Malcolm as to 133,096 (0.149%) ordinary shares in Just Water International Limited - MELT Investments Limited as corporate trustee of the Malcolm Education and Lifestyle Trust as to 161,455 (0.180%) ordinary shares in Just Water International Limited - Ian Donald Malcolm and Jillian Dawn Reid as trustees of the Reid Family Trust as to 300,000 (0.335%) ordinary shares in Just Water International Limited Additional information Nature of connection between substantial security holders: Not applicable Address(es) of substantial security holder(s): Ian Donald Malcolm 1/7 Masefield Avenue Herne Bay Auckland 1011 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 members of Harvard JV Declaration I, Ian Donald Malcolm, 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:00258106 For:JWI Type:SSH Time:2014-11-26 09:25:10
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